


Obsolete Products

by 425599167



Series: Truth In Legends [4]
Category: Star Wars - All Media Types, Star Wars: The Clone Wars (2008) - All Media Types
Genre: Canon-Typical Violence, Child Soldiers, F/F, Post-Order 66, Self-Hatred, Suicidal Thoughts
Language: English
Status: In-Progress
Published: 2020-09-25
Updated: 2021-02-23
Packaged: 2021-03-07 18:27:39
Rating: Teen And Up Audiences
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 4
Words: 31,967
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/26562130
Author URL: https://archiveofourown.org/users/425599167/pseuds/425599167
Summary: After going their separate ways in the early days of the Empire, Ahsoka Tano and Rex reunite a year after Order 66 and discover a secret Kaminoan cloning facility, one capable of furthering the cause of the Rebellion. Meeting up with Ahsoka’s old friend adds another unpleasant stop to Barriss Offee’s ongoing apology tour as the disgraced apprentice works to show the former trooper she can be trusted.
Relationships: Barriss Offee/Ahsoka Tano, CT-7567 | Rex & Ahsoka Tano
Series: Truth In Legends [4]
Series URL: https://archiveofourown.org/series/507609
Comments: 62
Kudos: 87





	1. Just Like Old Times

**Author's Note:**

> This takes place very shortly after the ending of [TEotS](https://archiveofourown.org/works/6688336/chapters/15297046), maybe a few weeks or so. Enough time that if for some reason I want to include another adventure in between, I could, though I probably won’t. I have a solid outline of the story’s plot, and wouldn’t have started it if I didn’t, but [Forming New Bonds](https://archiveofourown.org/works/24003820/chapters/57744331) takes higher priority over it. Get ready for some of my sweetest and angstiest barrissoka yet!

Through a clear sky over the surface of Adurm, the heavy transport _Twilight II_ lowered down, landing gear sinking into the barren soil. The ship was more or less an enormous durasteel box, ten by forty by forty meters, with the cockpit, living quarters, and other crew amenities on the starboard side.

The doors to the cargo hold lowered, former clone soldiers expecting the ship’s arrival moving in to offload everything. The ship’s captain, also the sole crew member, headed down to provide inventory, make sure the supplies went where they were needed in this small colony.

Those who’d been retired were trying to help each other in a galaxy with no more need of them. Clones looked out for each other. No one else was going to. Whatever they’d been able to scrounge together with the clones’ pay, those who’d finally received it, went to buying more equipment like this, wherever they could get a fair deal. A lot of it was purchased with loans.

“Hey, Nik!” shouted Deck, the lead operator of the makeshift spaceport, and Rex turned to face him, moving between other clones as they began the process of unloading the farming crawlers, then the water purifiers, then the prefabricated homes, each piece of equipment bringing the small colony of Temorri a little closer to self-sufficiency.

“Good to see you again, Deck,” Rex said. “Anything big happen since I left?”

“Some ARC troopers showed up, and a squadron of retired bomber pilots. I got them to tell us their service history, and a list of others out there,” Deck said, handing Rex a portable data drive.

“And here are my updates,” Rex said, handing over the drive he’d been given last time he was here, now with records he’d copied from an ‘unattended’ computer console he’d found. In an imperial recordkeeping building. Behind several locked doors and armed guards.

“Don’t know what we’d do without you, Nik,” Deck said, leaving Rex to go on another of his tours around the colony. The clones with experience operating heavy machinery unloaded all the cargo, moving it through the dirt roads of the colony as the new home of fifteen thousand and growing continued to build itself up.

Walking around the cobbled-together settlement as he waited for his brothers to finish their work, Rex felt calmer seeing how things were coming together. The ferrocrete bricks he’d delivered were being put to good use for several storage sheds, along with kilns for the clones to begin making use of the abundant clay found in the landscape.

Not all of the clones could keep their armor, leading to a remarkable enthusiasm for dyeing clothes, the various outfits standing out among the drab temporary structures and dusty soil. Those skilled in tattoo application were finding considerable work, too. So many clones in one place, and more coming, they needed as many ways as they could find to distinguish themselves. Save for Rex, who wanted to blend in, face more than ever resembling his brothers. Since faking his death, he’d grown a short, thick, dark brown beard, and stopped bleaching his hair, keeping it just long enough to cover up the scar on the side of his head. It would be easy to pass it off as a minor battle wound, but he’d rather avoid it being noticed completely.

Some new clones Rex didn’t recognize were crowding the computer center, checking the database of clone troopers for anyone they knew. Over by the water pump, Scrape was boasting to a group about how he and the rest of the 358thstopped the escape of their general and commander, trapping them when they’d attempted to escape through the undercity of Baspestis. Rex cringed and tried not to listen to the details, picking up the pace as he finished the walk. A fair number of his brothers didn’t need the chips to keep putting their support behind the Empire.

Just because they were brothers didn’t mean the always agreed, which made life difficult for him, requiring him spend the past year on his own. Unfortunately, traveling around with a target of Order 66 while helping other clones would put them both in more danger. Rex had seen from experience that claiming ex-Jedi status wasn’t a useable loophole as far as the inhibitor chips were concerned. Rex’s options were to help his brothers or help the surviving Jedi, he couldn’t do both. Not yet.

Returning to his emptied ship, for a long time, Rex sat on the edge of the top hull over the open cargo bay, staring out over the fields at the settlement’s edge as the sun set. Most of the food for the clones’ colony still came from ration packs and synthesizers, but they were making progress learning how to farm, tiny flecks of green beginning to emerge out of the soil.

Jesse would’ve loved it here.

Checking the time, Rex stood up and headed back down into the freighter, glad he’d been able to narrowly make this trip in before the rendezvous.

* * *

The _Twilight II_ held position in the interstellar void at the edge of the Christophsis system, completely alone, waiting. Showing up a few hours early, Rex couldn’t help but be concerned, needing to calm and remind himself that there was still another half-hour to go before the precise time they’d agreed on. Even then, there could hyperdrive miscalculations, or the route could take longer than anticipated, any number of reasons he shouldn’t be concerned.

Almost relaxing for a moment, an alert flashed on sensors. Right on time, a ship dropped out of hyperspace, though not one he’d recognized. It was a G-Class light freighter, a distinctive paint job of primarily black with the round outside edges haphazardly painted white streaking through the vacuum. The two vessels kept at a cautious distance from each other until transmitting codes, both accurate, then the G-Class flew in, docking its top hatch to the underside of the _Twilight II_.

Rex walked back through the ship, checking the seal and opening the hatch with a smile and helping his friend up, relieved beyond words to see Ahsoka was still in one piece after everything that happened. She was still getting taller, and though he wasn’t sure how long Togruta kept growing, she might pass him at this rate, and her lekku were growing longer as well, their stripes becoming increasingly wavy.

Despite his changed appearance, she knew it was him, rushing forward as the two embraced each other, then they moved apart, unsure what to say first. There was a lot to catch each other up on.

“Nice ship you’ve got,” Rex started with as he led her over to the table in the crew lounge. “What’s its name?”

“The _Eclipse_ ,” Ahsoka said, quickly shifting into a conversational tone, and Rex understood the reason for the white-and-black paintjob now. “That’s not all that’s new.”

“New lightsabers?” Rex asked as Ahsoka drew the weapons from discrete pouches on her belt, marveling as the white light of new weapons lit up the room. “I didn’t know the blades could be pure white. Does that mean something?”

“It’s a property of the crystals,” Ahsoka said, deactivating the sabers and sitting down, and another awkward pause came. The excitement of seeing each other alive was fading as they both recalled why they’d needed to split up in the first place.

“Have you found any other survivors?” asked Rex.

“I know they are some out there, but I haven’t found many. Obi-Wan is alive,” said Ahsoka, to Rex’s relief. Though a few cracks about Cody’s aim sprung into Rex’s mind, he pushed them back. “Telling you isn’t an issue, since the Empire already knows.”

“I’m glad to hear that. Don’t tell me where he is, better I don’t know for now...” Rex said, stopping Ahsoka before she could say anything more, and visibly relieving her of that burden. “Anything on Skywalker?”

Ahsoka went quiet for a moment, telling Rex the answer before she solemnly replied, “He’s gone.”

Going back to the day of Order 66, Rex remembered, amid his fight to keep control and hold his fire, Ahsoka was trying to tell him they needed to contact Skywalker. That was it, then. The strongest general of the Jedi was dead. There’d never really been much doubt that he’d finally run into a fight he couldn’t win, now there was definite confirmation.

“So, that’s you, one Jedi general, and some scattered survivors. Did you find anyone else?” asked Rex, and Ahsoka’s expression became more dreading than sad.

“Yes, I did find someone. Rex, I need you to listen to me, I know what you’re about to see will seem... alarming, given the circumstances, and it’s because you’ve missed out on what I’ve been doing for the past year,” Ahsoka said, her seriousness getting the clone’s interest while also making him a little concerned. “I want to make some things clear. My reasons were sound, and I have already thought about all the same potential problems you’ll probably think of, so there’s no need to remind me. I am not in any danger, and I have not been harmed as a result of this. In fact, I’m safer than ever. Don’t draw your blasters, not even on stun. And, please, trust me, alright?”

“Okay. I trust you,” Rex said calmly, bracing himself for whatever was coming while Ahsoka nodded appreciatively, visibly bracing herself for his reaction in turn.

“You can come up now!” Ahsoka called across the hall back to her ship’s airlock, and Rex stood up to meet whomever she’d brought with, wondering who it could be that she’d trust enough to risk compromising the rendezvous.

A short young woman wearing a long blue coat with a hood that was pulled far down and covered much of her face appeared, wringing her hands, slowly and with some reluctance walking down the hall until she was at Ahsoka’s side. Though he could see bits of her yellow-green chin, she kept her gaze tilted down and away from Rex, until Ahsoka leaned over into her line of sight to give a look expressing both encouragement and impatience, head motioning in Rex’s direction.

 _Oh,_ was all Rex could think as he and his new guest stared at each other while Ahsoka watched his reaction, all three of them standing in uncomfortable silence for a moment.

After murdering his brothers and several Jedi and putting Ahsoka in a position to be executed, Barriss Offee was standing right in front of him, evidently partnered up with the commander, who was completely at ease. Rex thought on the aftermath of the whole disaster, the smoke of the temple hangar visible from all around, the sight of his brothers in the prison lying dead on the floor with lightsaber wounds, Ahsoka being hunted down by clones for murders she hadn’t committed.

 _‘Then who did?’_ Fox had asked when Rex defended Ahsoka’s character, leaving him wondering who the real culprit could be.

“It’s Barriss!” Ahsoka said in the most forced, unconvincingly cheery tone possible, holding Offee by the shoulders and waggling her a bit, showing her off to Rex. “She’s been helping me oppose the Empire! Isn’t that great?”

No, it was not ‘great’ in Rex’s opinion. It was not great to see another Jedi who viewed clones as nothing but creatures bred in a laboratory, expendable beings to be cut down without a second thought.

Ahsoka lightly pushed Offee towards Rex, boots loudly scraping against the metal flooring as she stood rigidly stiff and was reluctant to budge, leaning slightly away from Rex, pushing back against Ahsoka.

“You two met on Geonosis, right? I don’t think the three of us had a chance to talk much as a group,” Ahsoka said, determined to keep pretending this was normal. At a loss for words, Rex nodded to confirm that yes, he had met Offee before.

“Ahsoka, thank you very much for this reintroduction, however I would hate to interrupt your reunion any further,” Offee said before politely nodding, “Captain Rex,” and then walking backwards for several steps towards the airlock before turning around and skittishly clambering back down into Ahsoka’s ship.

“...I suppose you probably have some questions,” Ahsoka said, voice back to its serious tone from earlier, disappointed at how fast that had fallen apart.

“Yeah. Yeah, _I can think of a couple_ ,” said Rex. He’d told Ahsoka he’d trusted her, and he did, but he needed more of an explanation. “Why is Offee traveling with you?”

“Because I rescued her from imperial prison.”

“With respect, _why would you do that_?” Rex asked, now needing to make an effort to keep his voice steady as Ahsoka didn’t seem to be grasping what parts of this were concerning.

“Because I needed help,” Ahsoka said. “The clones needed you, we’d split up, she was the only person I could find the location of early on. And don’t think it was an easy decision for me. I trust Barriss now, but I didn’t trust her the moment I freed her. She showed me she could be counted on, I’m sure she can do the same with you, if you give her a chance.”

After a beleaguered sigh, Rex final replied, “Fine. If you’re ordering me to work with her, I will.”

“...I can see I need to be more thorough,” Ahsoka said, sitting down to explain everything she’d done with Offee, certain key details, locations, and names omitted for security. Breaking her out of prison, smuggling supplies to enemies of the Empire, their run-ins with the ‘inquisitors’, building up a rebellion on Pantora, infiltrating imperial archives for information on Jedi survivors, tracking down Obi-Wan.

“There’s... something else I’m not sure I should spread information about,” Ahsoka said.

“If it’s dangerous enough that you have to ask, I can live without knowing,” Rex replied, easing Ahsoka’s conscience on that point, at least.

Beyond that, Ahsoka told Rex what she and Offee accomplished on Ilum. How Offee fought tooth and nail to save Ahsoka’s life. How many other lives she’d saved by destroying the Empire’s kyber crystal mines to prevent their immense power from being abused. Even with the entire galaxy under imperial control it would take enormous amounts of time and resources to replace those crystals, and whatever weapons were planned to be built would take years longer to complete as a result.

Rex sighed. “Alright, alright, she’s on our side, I believe you.”

“Barriss saved my life, Rex. If it wasn’t for her, right now you’d still be waiting for me to arrive, and you’d be kept waiting for a very long time,” said Ahsoka. “It wasn’t like I rushed to rescue her and acted like all was forgiven."

“I would hope not,” Rex said. “Then you’ll just let her get away with killing those people? With what she did to you?”

“NO. Of course she should be held accountable, but who’s going to provide justice? The Empire?” Ahsoka said, desperately wanting Rex to come around. “I gave her a second chance to show she could be a better person. She took it, and she’s made good on it.”

Accepting he was going to be stuck with this new ally for the time being, Rex decided to move on to a new topic, the one he’d originally wanted to discuss.

What followed was a discussion of how badly many of the clones fared. In the brief period between the executions of the Jedi generals and the droid armies’ shutdown, many clone battalions found themselves without leadership and without their strongest warriors while in the middle of combat, battle plans compromised, overwhelmed by droids and racking up enormous causalities in the final hours of the war. Others were permanently wounded, and as they were rapidly being decommissioned, many clones were out of the army, and out of credits. Coming together and pooling what resources they had was getting them from day to day, but they needed more.

“I think I have a way to help them, and supply whatever rebel army I know you’re building, if you want in,” said Rex.

“Wouldn’t you rather include other clones instead of me?” asked Ahsoka.

“I’d like to... but I can’t be sure none of them would want all this equipment turned over to the Empire,” Rex said, pulling out a holoprojector and displaying a moon orbiting a gas giant, zooming in on its surface. “These are-”

“Hold on a second,” Ahsoka said, rushing out and leaving Rex alone, confused as to where she was going, then annoyed when he realized the answer, sitting around patiently until Ahsoka returned with Offee in tow and all but shoved her into the seat next to Rex as the two ex-Jedi listened to him intently. Ahsoka seemed oblivious to how Offee and Rex were back to awkwardly staring at each other until the clone resumed his explanation.

The hologram showed a group of several artificial structures hidden underwater, embedded in rock. Kaminoan design, mostly ellipsoids in contrast to the domes they usually built above the water’s surface, with various bulbous attachments branching off and holding them to the rocks.

“As I was saying, these are secondary cloning facilities, of a handful built far from Kamino in the later days of the war in an effort to decentralize clone production since Grievous attacked that planet, until the war ended and they were never completed,” Rex said, all of which was new information to Ahsoka. “There’s a whole stockpile of medical equipment, prefabricated barracks, training weapons, and other military surplus waiting for someone to take it. Hidden from any pirates or scavengers, and to my knowledge the Empire hasn’t gotten around to dismantling it.”

“Why have they not?” Offee asked skeptically.

“I don’t know how many people are even aware it existed, and even of those who know, since the clone army is being phased out, the Empire is less interested in the cloning facilities than they are in seizing Separatist industrial centers,” said Rex. “Fewer still would want the Empire to control the facility since it took control of Kamino, and the cloners aren’t eager to cooperate.”

“How do you want to divide up the equipment?” asked Ahsoka.

“Depends on what exactly we find. Any blasters, explosives, or other weapons are yours, I want first crack at the medical equipment. Other than that, I’m sure we can find a way to split things fairly,” Rex said. Ahsoka was nodding thoughtfully, while Offee was listening intently, remaining silent.

“It’s definitely worth checking out- What do you think?” Ahsoka asked, Rex needing a second to realize she was asking for Offee’s input.

“I believe we should assist Rex as much as possible,” Offee replied, a response Rex was wary of how to interpret.

* * *

The door to Ahsoka and Barriss’s quarters was locked from the inside, as Barriss obsessively checked multiple times to be absolutely certain it was secure before she settled back in. The two of them traveling together was enough of a shock, no need to let Rex see there was only one bed and start making deductions. At least that had been the extent of Ahsoka’s plan, Barriss went the extra lightyear and purchased a cheap collapsible cot which was currently sitting next to their bed, complete with a very scratchy blanket and a pillow containing only half as much stuffing as it ought to. Barriss fully intended to sleep in it for the duration of their contact with Rex as an added precaution, though Ahsoka convinced her that was unnecessary. As long as the door remained locked, Rex would need to knock, and that would give Barriss time to move. Or for Ahsoka to chuck her over, if she moved too slow.

Presently, Barriss was installing the support bar for a set of curtains to cover the viewport, which was lit up with the swirling of hyperspace as the linked ships journeyed to the abandoned cloning facility. Barriss worked to get the bar perfectly horizontal and symmetrical around the viewport, carefully sliding the magnetized support against the metal wall one fraction of a millimeter at a time until satisfied, then closed the curtains.

“Now if Rex decides to put on a vac suit, exit the ship in the middle of hyperspace, and try to look in, he’ll be out of luck,” Ahsoka sarcastically commented.

“We are agents of rebellion, we should keep the viewports into our ship obscured for the sake of security regardless of Rex,” Barriss said. “Am I correct in assuming you didn’t reveal our relationship to him?”

“No, I didn’t. I’m not sure when to tell him,” Ahsoka admitted. “Our relationship doesn’t exactly look good to someone without the full context.”

“It arguably wouldn’t look good to someone _with_ the full context,” Barriss added, slumping down into the bed. The appropriate time and place for Rex to find out, Barriss left to Ahsoka’s more informed judgement as his friend. “We will need to inform Rex eventually. Now that you’ve been reunited, what’s your plan for him after the current mission?”

“I’d like Rex to travel with us, if he’s willing,” said Ahsoka.

“His own ship is far too unwieldly to confront or escape from the Empire. Is there adequate room in the _Eclipse_? Where would he sleep?” Barriss asked, the two staring at each other briefly before they turned to look over at the dingy little cot sitting obtrusively next to their bed. “...I can think of no more expedient way to make all three of us unhappy.”

“Let’s see how he feels about you in a few days and come back to that,” Ahsoka said. Barriss was only one concerning topic, and Ahsoka wondered whether it was wise to tell Rex anything about Leia. Someday, she hoped they would meet. The day the Empire was gone.

“Has this reunion been what you hoped?”

“It’s great to see him again,” Ahsoka said, happy to be in the company of her old friend. A year ago, they’d agreed to part ways, Ahsoka searching for Jedi survivors while Rex worked to protect the clones. They both understood the reasons, that their missions weren’t compatible, both needed to be done, and that hadn’t made the separation or loneliness any easier. “When we last saw each other, Rex and I weren’t exactly in the best condition. You and I, I don’t think we’ve ever really talked about what I was doing during Order 66.”

“I know you participated in the Siege of Mandalore, surrounded by clone troopers,” said Barriss. “I inferred a number of events transpired which you would prefer not to relive.”

“It’s... more complicated than that. We’d captured Maul, freed Mandalore from his control, and were in hyperspace, returning to Coruscant to deliver him to the Jedi. Everything seemed to be going well,” Ahsoka said, beginning to breath more heavily. “Then it happened. Rex and the other clones received their orders, and they followed them like good soldiers. Then I was alone, being hunted down by my own men.”

“Were you able to commandeer a shuttle? Or an escape pod?”

“No. The clones destroyed them all... I let Maul out,” said Ahsoka.

“...Why would you do that?” Barriss asked quietly, knowing as well as Ahsoka how dangerous Maul was.

“I needed a diversion, something to split up and distract the clones long enough for me to find out about the control chips, capture Rex, and remove his. Then, Maul damaged the ship so badly it crashed, while he flew off in the last shuttle. Rex and I were the only ones who survived because we escaped in a Y-wing,” Ahsoka let out a lone, bitter chuckle. “Even the astromechs were blasted apart for trying to help me.”

Numbness spread through Ahsoka’s body as she dwelled on what happened, remembering the mixture of hope that they’d find someone else alive in the crash, fear at the knowledge any survivor might continue attempting to kill them.

“What happened was terrible, but you didn’t intend for any of that,” Barriss reassured her. “Maul was the one who killed those men. You are not to blame.”

“Thanks, Barriss,” Ahsoka said, relaxing as she tried to put Order 66 out of her mind.

* * *

Checking her chrono once again, Barriss had been pacing around the ladder to the _Eclipse’s_ top hatch for fifteen minutes, considering whether to do this at all. Rex was not happy to have her aboard, and wasn’t fully expressing that frustration out of respect for Ahsoka as his superior. Giving him the opportunity to talk to Barriss alone could prevent that hostility from festering. This didn’t make Barriss enthusiastic at the prospect.

 _Why are you so reticent?_ Barriss asked herself, trying to seek answers instead of avoiding the questions.

_Because any negative opinion he may hold of you is not only accurate, but an understatement. You murdered his brothers and assaulted his friends. Now after he spent the past year learning of all the pain and death the clones and Jedi inflicted upon each other, he discovers YOU, out of all people, are alive and freely roaming the galaxy. Is there anything I’ve overlooked?_

Now that she’d satisfactorily answered her own question and was sunken into the depths of self-loathing, Barriss felt confident nothing Rex would say could make her feel any worse than she’d made herself, innovatively resolving her hesitation. Doubts continued to churn within her, now more controlled, not things to be feared, but possibilities to be accounted for, each option leading down a new path to the best resolution. After another long moment, she felt she’d examined as many outcomes as she could, doubts lessening. Lessened, not gone. Never gone.

 _You have some power to control what occurs. Do not discard that power and allow your life to be decided without your input by refusing to act_ , Barriss told herself as she climbed up into his ship and searched for wherever the former trooper was residing, spotting him in the cockpit at end of the main corridor. Taking louder than usual steps across the metal flooring so as not to surprise him, she then politely knocked on the entryway.

“Hello, Rex,” Barriss said, getting his unenthused attention. “I was wondering if you would like to speak to me in private.”

“About what?” Rex said neutrally, returning to staring at his computer screen, and unexpectedly waving for Barriss to take the copilot seat next to him.

“About anything you wish to know,” Barriss said as she sat down, keeping a calm expression despite her heart beating loudly and oddly slow.

“I was filled in on what you’ve been doing. It sounds like you’ve been making yourself useful to my commander,” Rex said, slightly alarming Barriss with that vague phrasing until she concluded he was referring to anti-imperial operations. And absolutely nothing else.

“And I intend to continue assisting her,” said Barriss. “One of your priorities in this mission is to obtain medical equipment for the clones, correct? Is there any common affliction among them?” she asked, starting with one of her preprepared conversation topics and looking to put her experience as a healer to good use.

“Some of the oldest of us have been... deteriorating. Tumors, odd growths. No clear pattern among them, at least none that I’ve had time to figure out,” said Rex, confirming Barriss’s concerns. “Among other battle wounds that weren’t properly cared for.”

The treatment of the clones disgusted Barriss, as she knew better than most people what the genetic modifications did to them, particularly their accelerated aging. The conventional thinking was that this simply halved their life expectancy, but the effects were far worse, as such modifications were prone to causing varying physical maladies, an effect already evident in ‘defective’ clones. The alterations weren’t intended specifically to give them half an average lifespan, it was to get them into their physical prime as rapidly as biologically possible, and how horrifically the clones’ health deteriorated once they were no longer fit for combat was irrelevant to their creators and to their owners, Republic or Empire. In fact, the Kaminoans benefitted from rapid production and fast breakdown, as that increased the demand for more clone soldiers. That wasn’t even getting into the long-term physical and psychological harm caused by continuous combat in a variety of environments damaging to human physiology. Freezing cold, scorching heat, toxic atmospheres, all while ceaselessly fighting for the glory of the Republic and being attacked with chemical, biological, and radiological weapons used by the droid armies against their organic opponents.

“They’re fortunate to have you supporting them,” said Barriss. Rex didn’t respond, so it was time for the next conversation topic. “This is an excellent ship,” she said, making an effort to endear herself to her girlfriend’s best friend despite him clearly not liking her, without it being obvious how desperately she wanted to get along.

“It’s a Desostic VL-2400 transport I managed to pick up cheap, with a lot of my brothers chipping in,” Rex said. “Sturdy, reliable thing I’ve been using to make supply runs for the clone colony.”

“I quite like it,” Barriss said cheerfully. “It strikes me that it would be challenging to maintain such a large vessel all on your own. The _Eclipse_ , even with both Ahsoka and myself operating it, has been-”

“Alright, enough,” Rex said, disinterested in Barriss’s attempts at small talk and accepting her invitation to ask questions. “You destroyed a hangar, killed Jedi, clones, and civilians, and framed Ahsoka for it. Why? What was your thinking through all of that?”

“I was attempting to motivate the Jedi to leave the war,” Barriss said quietly, not getting worked up as much as she’d expected of herself, avoiding weak justifications such as pointing out that framing Ahsoka was never the end goal. “I failed completely, and others suffered for my failure. I have no excuse.”

That seemed to be the best possible answer, or at least one which didn’t make Rex any angrier.

“What you did to Ahsoka, I suppose I can forgive, if she can. Can’t say the same for the brothers of mine you killed, in the hangar and in the prison,” Rex replied as Barriss ashamedly looked down. Grudgingly, Rex tried not to let his anger get the better of him, closing his eyes for a moment as he thought about the terrible situation they’d all been in. “Although, a lot of my brothers also killed Jedi-”

“That was different,” Barriss snapped. “During Order 66, your brothers had no choice. I did.”

Surprised by the response, Rex replied, “I’m trying to go easy on you here, Offee, for Ahsoka’s sake.”

“Don’t. I don’t want my crimes to be dismissed out of pity, or convenience, or politeness,” Barriss said, taking a deep breath to calm herself. “If you can find a way to accept my presence, I’d rather it be because I proved myself to you. To _you_ , not to Ahsoka.”

Staring her down intently, Rex was trying to get a read on Barriss, to determine how genuine she was. Hardening her gaze, Barriss refused to come up lacking.

“...Fine. You want to prove that, I’ll let you try,” Rex said, the tension in the room lessening _slightly_. “What are you planning to do against the Empire?”

“It was undoubtedly amusing to Palpatine that I, by all indications a model padawan, revolted against the Jedi,” said Barriss. “I intend to turn the irony back upon him. A hopeless, miserable wreck primed to be tortured into becoming his servant, growing in power and wearing away his pristine New Order.”

“Tortured into becoming his servant? What are you talking about?” asked Rex.

“There are surviving Jedi who have pledged themselves to the Empire,” Barriss explained.

“Those inquisitors Ahsoka talked about?” Rex asked, and Barriss nodded.

“The process of becoming one, as far as Ahsoka and I have discovered, is involuntary,” Barriss said. Not interested in further exploring that unsettling idea, Rex continued to work on his console, seemingly organizing lists of names. “What is that you’re working on?” Barriss asked, running the risk of being an annoying interruption in the interest of getting Rex to talk.

“It’s a database I’ve been putting together,” said Rex. “Any and every clone I can find information about, organized by their name, number, unit, and where they were deployed. Trying to help my brothers locate each other. Or learn what happened to each other.”

“May I see it?” asked Barriss.

“Who do you want to look up?” Rex asked, making it obvious he wasn’t going to let her touch his project.

Despite momentarily wondering what diabolical use Rex thought she could possibly have for his records, Barriss accepted his reservations and decided that if he wanted to stay and observe her, he was entitled.

“I wish to know what became of Commander Gree, and others in the 41st Elite Corps,” she said, as Rex nodded and quickly brought up information on her old unit. From Rex’s expression, it seemed he already knew the answer.

Gree was dead, killed by Yoda on Kashyyyk, and Barriss wondered whether this occurred before or after Luminara was captured. After a moment of mourning another fallen friend, she chose not to begrudge Yoda for what was certainly an act of self-defense. Barriss would nonetheless continue to begrudge Yoda for a great many other things.

“Thank you for informing me,” Barriss said, finding many of the other clones of the 41st either perished in battle alongside the Wookiees, while others were presently assisting in the occupation of Kashyyyk.

“Don’t mention it,” Rex sighed, sympathizing with her loss.

“The coordinates of the rendezvous, the Christophsis system, was where you and Ahsoka first met, correct?” asked Barriss.

“Yes, I met Commander Tano during the middle of the battle,” said Rex. “Didn’t make the best first impression, to be honest.”

“What was she like?”

“It wasn’t like she didn’t anything wrong, she was fourteen, inexperienced, and thought she knew better than everybody. Grown up a lot since then,” Rex said, smiling. “She did good that day, destroying the Separatist shield generator with General Skywalker while General Kenobi delayed the Separatist general by pretending to surrender.”

Barriss’s enjoyment of the little story faltered. “Kenobi... falsely offered a surrender in order to surprise and defeat his enemy?”

Only half-listening to Rex’s explanation of how the battle had progressed, Barriss recalled the timeline of the early war. There were so many battles throughout the galaxy, some of which were not made public knowledge, she’d never been able to keep fully aware of how the war was progressing on all its fronts, compounded with uncertainty as to which side’s propaganda was more accurate.

Certain actions and escalations during the war suddenly made much more sense to her.

“Thank you for that recounting,” Barriss said, quietly standing up and leaving, fists tight and trembling with anger as she returned to the _Eclipse_ , and found Ahsoka meditating in their quarters.

Opening one eye, Ahsoka asked, “Is something wrong?”

“Ahsoka, are you familiar with the consequences of false surrender?” Barriss asked quietly, anger creeping in more with each word, feeling less need to keep her emotions restrained when with Ahsoka.

“Vaguely,” said Ahsoka, an answer Barriss found both unsurprising and frustrating. The lack of training on such matters irritated Barriss, ignorance and inexperience being another reason for the Jedi not to be leading military operations. ‘Wisdom’ did not equate to strategic skill.

Since the full magnitude and intentions of Palpatine’s plan had become apparent to her, Barriss had been periodically reconsidering her opinion of the Jedi, torn on how much to blame Palpatine for manipulating events, and how much to blame the Council for falling into the trap so readily. Then things like this came to her attention, and showed the Jedi not only didn’t require much pushing, but could make the situation catastrophically worse without any Sith input. Incompetence did the dark side’s work for it.

“With the victory on Christophsis prompting Luminara to advance our army on Jenva, a disastrous offensive left a battalion trapped and surrounded by droid armies. I heard their final moments transmitted back to our command post, desperately trying to surrender to the droids as they were all cut down, no quarter shown,” Barriss said, simmering with anger at Kenobi. “At the time, Luminara reassured me this was a sobering indication of the enemy’s ruthlessness. Now I am confident it was a response to earlier Republic perfidy, as no surrender could be assumed to be genuine after previously costing the CIS a planet. Not on Jenva, not in the remainder of the war. Because of General Kenobi’s actions, neither side could surrender to the other, or accept a surrender without being aware they may be deceived and attacked regardless, motivating them to continue fighting in hopeless situations, killing and being killed in avoidable battles.”

Ahsoka took Barriss’s hand, the latter squeezing back as she tried to focus on what was around her, to be mindful of the present and not make herself relive those memories, hearing the clones dying, feeling that loss.

“I don’t think it’s fair to blame that on Obi-Wan,” said Ahsoka, and Barriss bristled. “I can fault him for a lot of things, but he did what he needed to protect the men under his command and secure Christophsis.”

 _And to achieve victory, he endangered countless lives elsewhere_ , thought Barriss, and despite wanting to explain in far greater detail why false surrender was such a terrible tactic, she didn’t, because if she did it would lead into the same discussion she’d previously avoided.

Ahsoka took the losses under her command seriously, never discounting them as acceptable, yet her main shortcoming was not extending that awareness to the lives lost beyond what she could see on the battlefield, beyond her direct actions. And an hour ago, Barriss had told her not to think any further than that. Because Barriss didn’t want to make Ahsoka miserable, didn’t want her to be as torn up by her choices the same way Barriss became, she’d offered truly terrible advice to ignore the role she played in Maul’s slaughter of her troopers.

_Am I making Ahsoka a worse person by discouraging her from thinking on her guilt? From thinking about how we should’ve done better?_

Barriss left Ahsoka to her meditation and tried with every cell in her brain to find a course of action which for once in her miserable life wouldn’t worsen the situation.

**Notes for the Chapter:**

> Barriss: Of course, when _Kenobi_ commits war crimes, he’s a hero and an ingenious tactician, but when _I_ commit war crimes, suddenly everyone's getting into a huff!
> 
> Barriss’s comment about turning the irony of her character around was one of my favorite lines to write and a concise summation of my goals with her. Because nothing is ever simple for her, everything is a mess of confusion and contradiction.
> 
> The main reason I never did anything substantial with Rex in TEotS was because I had no idea what happened to him during or immediately after Order 66, and had TCW finished sooner I probably would’ve fit this story in TEotS before the Ilum arc, as I’d already brainstormed the overall conflict that will be dealt with. I needed some reason for Rex and Ahsoka to split up for a year despite the obvious risks, and figured that while Ahsoka was off looking for Jedi survivors, Rex was seeing to the state of the clone army, and those two goals sadly don’t mesh together well.
> 
> This story is driven by a need to put Ahsoka and Barriss's relationship to the test. Ahsoka, Barriss, and Rex all have totally valid and conflicting feelings on the current situation, I intentionally wrote all of them as having good points, the situation is a massive gutwrenching clusterfuck for them all, manifested from my own concerns about Ahsoka and Barriss’s relationship, putting the two of them in a situation where Ahsoka is really forced to think hard about her choice of partners. There’s no easy way around Rex’s negative opinion, and he has the most reason of pretty much anyone besides Ahsoka to hold a grudge against Barriss.


	2. Reciprocity

Following a long sleep as they traveled through hyperspace, Ahsoka was the first to wake up, providing ample time for her eyes to adjust to the slivers of hyperspace’s light coming through the curtains, and to take some time to stare at Barriss.

A small nudge to the shoulder from Ahsoka caused her to sleepily make one of those weird squeaky noises Ahsoka thought were cute. Amused, with nothing better to do, and getting awful ideas, Ahsoka attempted to compose the anthem 'All Stars Burn as One' a single note at a time, figuring out which spots to nudge Barriss for which sounds, trying not to laugh and wake her up before moving on to new ways to mess with her in her sleep.

With her own species not having hair, Ahsoka felt somewhat curious about the variations. Like those patches in her armpits. That was odd. Or maybe it wasn’t, Ahsoka had no idea. It didn’t make much sense to her, having insulation over an area where very little body heat would be lost through anyway. Then there were her eyebrows. Ahsoka’s were white markings due to the coloring of her skin. Barriss’s were made of more hair.

As Barriss’s hand was already near the wall light recently affixed above their heads, it didn’t take much movement for her to reach up and press it to illuminate the bed. Opening one crusty eye and turning her head, Barriss was clearly wondering what the heck Ahsoka was doing to her, being met with an innocent smile and a shrug. When Barriss saw Ahsoka was poking at her underarms, _again_ , she apathetically rolled back over and returned to sleep, tired and willing to let Ahsoka do whatever she wanted until she finally got herself up and about twenty minutes later, both of them getting to work.

Ahsoka was facing outward from the side of the bed, reading through data Rex provided on the equipment they could expect to find based on the cloning facilities’ size relative to the one Rex grew up in. Barriss sat at the bed’s head with her legs curled up, memorizing the layout of the facility and comparing its storage capacity with that of the two transports, evaluating potential salvage on its value per unit volume. After recently distributing several more _Katana_ Fleet dreadnoughts to the larger rebel cells, their main consideration was how to divide up this unused GAR equipment not only to give each group the best odds of success in damaging the Empire, but to provide materiel valuable enough to encourage further cooperation.

This wouldn’t be enough to defeat the Empire. Even getting the right equipment into the hands of rebel groups who could use it best, it wouldn’t be enough. Her mind spun through everything she recalled of the Clone War’s scale, the immense volume of soldiers and vehicles being fielded, the combined power output of Star Destroyer fleets, and how pitiful their intended haul was by comparison.

After several minutes, Barriss decided to stretch out and lay her legs over Ahsoka’s lap. This was briefly surprising and extremely delightful to Ahsoka, as Barriss wasn’t usually so casual when initiating physical contact and had never done this specific action before. Meanwhile, Barriss was trying not to overreact to what was, by her standards, and incredibly off-the-walls and spontaneous display of affection, shooting Ahsoka a quick smile before returning to her work.

When Ahsoka accidently brushed Barriss’s foot, the latter twitched reflexively. Deliberately repeating the action and getting a stronger response, Ahsoka turned to her and dramatically asked, “Barriss... are you... _ticklish_?”

“No. No, no, no, nononono-” Barriss stammered, shaking her head before attempting to scramble away, nearly escaping had Ahsoka not gotten a firm hold of her ankles.

A great deal of convulsive laughter later, Ahsoka said, “You know, I’ve heard the act of laughing itself can make a person feel more relaxed, even if nothing’s funny. And you have a really nice laugh.”

Barriss’s only response was a muffled, unholy scream of frustration as she lay face-down on her pillow. It was fortunate the scream was muffled, because at full volume the sound would’ve probably shattered the viewport and killed them both via explosive decompression.

“Are you okay?” asked Ahsoka.

“I’m _wonderful,”_ Barriss said, rolling herself over. “Do _not_ do that again.”

“Sorry...” Ahsoka said. “I didn’t mean to make you strung out.”

“I have become better at managing stress,” said Barriss, which got her a slightly amused, slightly doubtful look from Ahsoka. “I specifically selected the word ‘better’, not ‘good’.”

“That’s okay. You’re cute when you’re stressed,” said Ahsoka. Flattery could get her everywhere with Barriss.

“If that’s your assessment, it’s little wonder you find me utterly irresistible,” replied Barriss. As mediocre as Barriss’s efforts to initiate flirting were, she’d return what Ahsoka gave her. “You wouldn’t be the first girl to be taken in by my charms.”

“...I’m sorry, _what_?” Ahsoka said, baffled at what Barriss was implying.

“I apologize, my phrasing was unclear. You are my first romantic relationship, however, over the course of the Clone Wars I periodically drew attention from local civilians where I was stationed. Given the teachings of the Order, my responsibilities during the war, and my personal lack of interest, I turned them down without exception. Politely,” Barriss explained. Surprised by Ahsoka’s continued confusion, she asked, “Did no one ever show signs of attraction towards you?”

“No,” said Ahsoka, struggling to recall anyone flirting with her. “Well, there was Lux...”

Trailing off, Ahsoka thought about their interactions during the Clone Wars, struggling with where to begin.

“She sounds... lovely...” Barriss guessed, trying to prompt Ahsoka for more details with a slight wave of the hand.

“...You know what, I don’t feel like talking about Lux,” Ahsoka said, cutting the conversation off there and changing the subject. Staring down at Barriss, Ahsoka placed her hand at the hem of Barriss’s black tank top and began rolling it up. “If you're feeling stressed, I can think something you might enjoy more.”

“We have discussed this, Ahsoka,” Barriss said, taking Ahsoka’s hand and pushing it back, her expression returning absolutely none of Ahsoka's enthusiasm. “Not while we’re in close contact with Rex.”

“What do you mean, ‘close contact’? He’s in his own ship.”

“And that is far too close. Close enough for him to discover our relationship in the most mortifying manner imaginable,” Barriss said. “Ahsoka, whenever I am involved, the absolute worst possible outcome _will_ be what occurs. The operative word being possible, and so I intend to make certain events _im_ possible.”

“How would he even get in here? Our airlock and cabin door are sealed.”

“Continue to pull up my shirt, and I’m certain the answer will reveal itself to us,” Barriss said, sounding increasingly paranoid. “Perhaps we’ll exit hyperspace in the midst of a TIE fighter swarm, and I’ll be left sprinting to the ship’s turret in a state of undress.”

A second later, they both felt the jolt of pseudomotion as the linked vessels exited hyperspace. Opening the viewport’s new curtains, Ahsoka looked out and saw they were at their destination, a blue gas giant approaching fast, turning back a second later to see Barriss staring at her with crossed arms and a highly raised eyebrow.

“Point made,” Ahsoka said as the two got back to work.

From the cockpit, the gas giant Hoquium now dominated the starboard side of the canopy, while their destination was little more than a speck of dust in a sunbeam. That moon, Turkrua, was far off the traveled starlanes, orbiting one of three planets in the system, another being close enough to the star that any atmosphere it once had was blasted off its surface by the heat, the third being a clump of rock and ice with such a stretched elliptical orbit it had probably been a passing rogue planet caught by the star’s gravity.

Rex’s voice came in through the ship’s comm. “We’re coming up on the moon now, sending surface coordinates. Ready, Commander?”

“Ready, Rex.”

The vessels detached, descending towards the surface coordinates Rex provided and landing on the most level portion of an enormous, three-kilometer long slab of rock rising up out of the ocean. Nothing artificial was anywhere in sight, but according to Rex, the ships were parked near a cargo elevator capable of moving troops and supplies down to the submerged cloning facility.

Stepping outside, the first thing Ahsoka noticed was the pale-blue gas giant dominating the sky in front of them, a green storm wider than most inhabited planets rotated in its northern latitudes. The planet was so enormous and so near its moon that Ahsoka had to crane her neck to see the northern pole, while the southern pole remained hidden below the horizon.

Then there was the intensity of the environment, sporadic gusts of wind flowing around Ahsoka. This moon rotated less than once every twenty standard days, the resulting buildup of heat in the atmosphere causing a super-rotation effect. Adding in the tidal forces due to Hoquium’s gravity, and the wind was constantly howling, waves crashing all around the scattered islands. With the planet’s slow rotation and fast orbit combining with irregular light from the sun and that reflected from the enormous gas giant, heating of the atmosphere made the air currents even more chaotic. Volcanic activity pushing mass up past the water's surface competed with the air and ocean trying to wear it all back down, leaving this archipelago of rough, rocky, orange-brown islands throughout a shallow sea, foaming waves rising several meters and crashing on the stone. Very little plant life survived above the water, while the more stable ocean floor became covered in underwater forests. Plenty of flying animals adapted to glide along the ceaseless air currents while amphibians moved between the shore and the sea.

The geology did have tactical considerations, as it meant there couldn’t be any large outposts above the water, as there was no stable foundation to be built on. No electrical storms or anything else in the atmosphere was present to disrupt sensors, which left the ships with nothing in the way of hiding spots, not even a cave big enough to cover the _Eclipse_ , much less the _Twilight II_. Everyone agreed the _Eclipse_ would be the escape craft if they came under attack while Rex’s freighter would move on auto-pilot as a decoy.

Gathered back around Rex’s holoprojector, the group reviewed their objectives again.

“There are technically six different facilities all built under the same project, all with the same design,” Rex explained with the accompanying hologram. “This is the delta section, which is 200 meters below the surface, only accessible via a hidden elevator on the beach of this island, or via a handful of submarines allowing travel between the different facilities.”

A hologram of a Kaminoan submersible appeared, accompanied by indicators marking the submarine bay locations and routes between facilities along the uneven sea floor. The cloning facilities were far from highly mobile, but they could surface in an emergency or submerge deeper for defense while disconnecting surface access points.

“There are several areas of interest for this branch of the facility, all with equipment needed to train and equip a clone army,” said Rex. “That includes medical facilities, cloning chambers, synthesizers and other equipment to keep clones fed, an armory, and living quarters.”

“We’ll split up, then. Rex, you should take Barriss to look for medical equipment while I check the armory,” said Ahsoka, while Barriss made no attempt to hide her alarm, not wanting to impose on Rex and somewhat frustrated at Ahsoka’s personnel decision. "We've already gone over the documents you provided, we know what to look for."

“Understood,” Rex replied before Barriss could voice an alternative, his tone completely without reluctance or complaint. “Commander, I’d like to speak to you in private, if that’s all right.”

Without objection, Barriss nodded to Ahsoka and brusquely retreated back to the _Eclipse_.

“What’s on your mind?” asked Ahsoka, hoping this was unrelated to Barriss.

“There’s something else I wanted cleared up,” said Rex. “You said that General Skywalker was killed... Do you know exactly what happened? I’ve been avoiding contact with anyone from the 501st, did they-”

“It wasn’t them,” Ahsoka interrupted, visibly relieving Rex of his fears that more of their friends killed each other during Order 66. “It was the Emperor. Sidious. Master Windu led a team of Jedi to stop him, and they were killed.”

“Palpatine killed an entire team of Jedi masters by himself? With Skywalker _and_ Windu?” Rex said. “How are we going to stop him?”

“I don’t know yet,” Ahsoka said. Even if they could somehow overcome the elite army Palpatine had protecting him at all times, killing that man seemed impossible. “If Anakin couldn’t defeat him, I don’t know who could.”

“There’s no chance he’s still out there?” asked Rex. “General Kenobi came back from the dead once.”

Ahsoka chuckled once. “Not this time.”

Getting back to the thought of their current mission, Ahsoka recalled her plan for guarding the ships. Something more pertinent to consider than the utter hopelessness of fighting Palpatine. Something she knew how to do.

“I’ve got our security detail waiting in the _Eclipse_ ,” Ahsoka said, quickly standing back up and eager to get to work. “Everything I told you before meeting Barriss applies here, too.”

“Great. How many other enemies of the Republic have you recruited?” Rex sarcastically asked, and Ahsoka’s cringing attempt to smile told him to hold off the sarcasm for now. “Ahsoka, who else have you got on that ship?”

* * *

Barriss’s thoughts were the most focused they’d been in a long time, not being constantly disrupted by guilt or misery, and she was intent on enjoying this sense of clarity for as long as her patchy brain could maintain it.

Leaving Ahsoka to speak with Rex without becoming an unwelcome interruption, Barriss meditated in their quarters, alone, dwelling on what Revan told her last.

_‘You have to live, Barriss. No matter what else happens, you and Ahsoka must live.’_

Internally, Barriss corrected herself. The last words Revan said to her were actually ‘Have fun, Barriss.’ That also discounted the prerecorded message reassuring Barriss the Force was with her. All options were quite fitting for Revan. As was the presence of multiple options.

The command on their survival was the one that stuck in her mind the most, along with ideas of how to fulfill it. The stronger she and Ahsoka both were, the wider range of skills, the more synchronicity and exchange of ideas, the better their chances of surviving and outlasting the Empire. Though defeating the Empire and being killed by it were not the only possible outcomes.

Barriss knew that if she hadn't been freed from prison, her being indoctrinated and tortured into submission to the Emperor’s will would’ve been all but certain. In the unlikely best case, she would’ve sunk deeper and deeper into despair and apathy towards continued survival, her obstinance and intelligence holding out, refusing to respond to attempts to manipulate and break her long enough that her captors decided she was a waste of effort and finally, at long last, they killed her. At the time, she’d seen little reason to keep living, and there was always one escape left. One way she couldn’t be used to harm anyone else.

Then one day Ahsoka opened up her cell door, and for the first time in what had felt like an eternity, Barriss had felt hope.

The concept of ‘attachment’ had been applied to so many unconnected emotions and situations that Barriss felt it no longer held any meaning, and she now avoided using it as a basis for evaluating her own choices. Especially when there were so many other useful metrics to harshly criticize herself with.

She’d been thinking about Luminara less and less as time passed, and with increasingly negative emotions whenever she did, something she desired to remedy. Reflecting on happier memories of her master, from before the war, the ones dearest to Barriss were the application of her tattoos, signifiers of her accomplishments as she walked further down the noble Jedi path. Signifiers she’d erased in a mixture of a practical need to be less identifiable, and simple self-abasement.

_And there goes that clarity._

The new tattoos adorning her face were excellent, though she did miss the neatly aligned diamonds across her cheeks.

It was unclear to Barriss what her master would’ve thought of this recent deviation from the Jedi path. Luminara liked Ahsoka, Barriss gathered that much from the recounting of their confrontation with Asajj Ventress. If there was anyone whom Luminara would accept Barriss becoming attached to, it would probably be Ahsoka. Of course, this hypothetical conversation with Luminara could go in any number of directions when the temple bombing was factored in. After that, something as comparatively minor as beginning a romantic relationship was a marked improvement. Or it could be seen as an additional indication of Barriss’s heretical leanings.

That wasn’t even delving into Revan’s teachings, and Barriss wondered what would happen if her mentors had the opportunity to meet. The immediate mental image was one of Revan driving Luminara to madness, however on further consideration Barriss expected her to be more poised, less easily riled by Revan than Barriss herself was. At once unaffected by Revan’s prodding, and less willing to consider genuinely valuable alternative viewpoints offered. Meanwhile, Revan would be frustrated by Luminara’s behavior for many of the same reasons Barriss came to be, the constant moral compromises and seeming obliviousness of their severity, selective use of wisdom for weak justifications. All the scenarios and topics Barriss could think of ended with her two mentors simply disliking each other, and she was content to never be caught in the middle of that conflict.

For a moment, Barriss wondered how the teachings of such dissimilar masters were so similarly engaging to her. Then she recalled her thoughts were a roiling torrent of uncertainty, and that answered that question while raising others. The answers Barriss found for herself often raised more questions, only now she was less paralyzed by the contradictions, more determined to resolve them.

* * *

“Niiiice droidekas... gooood droidekas...” Rex murmured uneasily as the destroyer droids curiously inspected ‘the Ahsoka command unit’s previous support unit’, surrounding him in the cargo hold. “Interesting paintwork,” he said upon noticing all the black markings Ahsoka added, very reminiscent of clone armor designs, including her forehead symbol on their head plates.

“They already agreed not to make a big deal about meeting with a clone, you’re tagged as friendly, they won’t hurt you,” Ahsoka said. “They’ve also saved my life a few times now.”

As the droidekas closed in around Rex, he replied, “Commander, in the future, I’d appreciate it if you’d plainly tell me who you were introducing me to instead of shoving them at me.”

“Noted.”

“Out of everything, I would’ve thought you teaming up with clankers was even less likely than saving Offee,” Rex said, leaning back away from one of the droidekas as the glowing red sensors were coming uncomfortably close. “Wasn’t expecting your ship to be swarming with droidekas.”

“I was not aware that fourteen droidekas constitutes a swarm,” Ahsoka replied.

“I can’t recall fighting more than a few at a time, so yes, it’s a swarm,” Rex retorted as the droidekas swarmed around him.

A small hand signal was enough to make the droidekas give them some space, and Ahsoka led Rex to the _Eclipse’s_ cockpit, and a small white-and-teal astromech rolled on up, the cute, round little machine tilting its round head to look up at Rex.

“Hey there, you must be this ship’s astromech,” said Rex.

“And you must be the Ahsoka’s old meatbag war buddy,” the astromech spoke in plain Basic, to Rex’s surprise. “Name’s CC-7. Call me Cici.”

“Nice to meet you, Cici,” Rex said, getting through Cici’s introduction relatively unconcerned.

“Cici will keep her attention on sensors, warn us if any ships approach the moon,” said Ahsoka. "Will you have everything covered, Cici?"

"If trouble comes, I promise not to take the ship and fly away without you," said Cici. "Please, don't make me wait for too long."

"We'll do our best," Ahsoka said before she called out down the hall toward the crew quarters. “Barriss! We’re going!”

* * *

“Okay guys, you’re in charge of protecting the ships until we get back,” Ahsoka said as the droidekas rolled down the boarding ramp and moved into the defensive arrangement she’d planned out for them. As the position of the facility entrance demanded they land in an elevated, exposed area, droideka shields were to be kept up at all times for protection from snipers, despite how highly visible the blue glow was. With the ships’ position in the open in an environment with no cover, remaining undetected was already impossible, so Ahsoka chose to focus on strengthening the defense and keeping an escape route available. Eight of the droidekas were positioned in a ring around the ships, all of them within sight of at least two others, while the remaining six patrolled in pairs along intersecting paths of different lengths, including variations the droidekas would select randomly, so they would never consistently be all in the exact same position twice in case someone was planning a precision strike.

They would be doing this for hours, if not the entirety of their stay on this world.

One advantage of droid security was not needing to worry about them getting bored.

Rex led them down the rocky incline toward the shore, attention switching between scanning the horizon and checking the map on his datapad.

“My freighter can provide enough power to get the elevator working,” Rex said while dragging along the end of high-output power cable connected to his ship, down to a camouflaged elevator entrance at the edge of the water, blending into the rocks, its shaft covering in dirt and leading down the beach into the water. When Ahsoka pressed the call button as a test, the platform moved up to meet them without assistance. “Or not... I’m surprised this place still works so reliably.”

“If the power fails, will we be able to get back out?” asked Ahsoka.

“There’s an emergency stairwell. Long way to climb, though,” Rex said, pointing over to the top of said staircase kept in the back corner.

Looking down stairwell, Barriss could only see a few meters before there was nothing but complete darkness, which she knew was a cramped space stuffed to the side of the elevator with little concern for reliability or practicality. There weren’t even any emergency lights.

The transportation of all the equipment would be done using several repulsorcarts, little more than hovering metal rectangles which could carry cargo, automatically link together to form a train, and even with a limited ability to automatically avoid obstacles. Two active repulsorcarts carried several inactives each onto the platform, then Rex operated the controls to take them down into the facility.

During the slow descent, Barriss occupied herself counting the crisscrossing metal support beams they passed, only to stop herself and close her eyes as she knew the length of each section and could calculate the increasing water pressure surrounding them. Then she started estimating based on the descent speed and how long this was taking, because she'd been timing how long the descent took. Not helping was how much the elevator creaked and wobbled, though Barriss knew that was part of its intended design, being flexible enough to detach, retract, or move during an invasion.

The elevator settled into the deserted entry bay at the top of the submerged facility, the arrival activating the red emergency lights while the salvagers turned on their own chest lamps, three bright beams of light sweeping the area. This room's edge was a ring of varying-sized doors allowing movement of personnel and equipment to the rest of the facility, with a large number of small viewports compared to anywhere else, though there was little to see at this depth. Through the transparisteel was nothing but dark ocean, and several meters of metal plating curving downward was all Barriss could see before the light was absorbed by the water.

With their plan set, Barriss set off with Rex towards the medical bay while Ahsoka moved down the opposite path.

* * *

The largest chamber at the center of the facility opened itself to them, both Rex and Offee crossing an elevated walkway, looking up at the vacant cloning tanks suspended around them, the largest dining area below.

Walking through these metal service corridors of the submerged base was nostalgic for Rex. Seeing the training rooms, sleeping quarters, and education centers of the same design as those he’d spent the first ten years of his life, surrounded by his brothers, preparing themselves for the day they would serve the Jedi. Memories he tried to shut out, as they always led back to the same horrific questions and realizations, knowing what they’d been created to do, wondering who’d been aware, who he could trust with that knowledge, how far back the plan went.

Now here he was, alone with Barriss Offee. Someone who definitely hadn't been in on it, but had plenty of her own plans.

As disgruntled at her involvement as he may feel, Rex made an effort to remain professional and to keep things in perspective. If Offee actually was a threat, from what Ahsoka had told him, many better opportunities for her to throw in with the Empire had already come and gone. The reasoning Ahsoka provided for how they’d split up, that Offee was a healer with experience in GAR medical facilities which were probably similar to those run by the Kaminoans in cooperation with the Republic, was reasonable and could make this easier. And so, he’d work with her. Attacking him, in this particular facility, at this moment, with Ahsoka nearby, would make absolutely no sense.

Then again, turning a man into an explosive to bomb a hangar, which was somehow supposed to protest the use of violence, didn’t exactly seem the product of a rational mind, either.

In spite of his reservations, Offee was astonishingly easy to get along with. Very reserved, very cautious, didn’t do anything stupid as they explored this abandoned military installation. Her sense of direction was such that she’d even gotten them back on track to the medical bay when he’d mixed up two of the levels’ similar layouts and taken a wrong turn. There were plenty of other clones Rex could name who were harder to work with. Before long, they were at their destination, which was locked up tight.

“I’ll deal with this,” Offee said, Rex taking as step back as she closed her eyes and placed a hand on the side of the door, gradually sliding it until finding whatever she was looking for, and the door slid open.

“What did you do?” Rex asked as they stepped inside.

“I located and pressed the door switch on the interior,” Offee explained, gesturing to the control panel as the two got to work, walking past rows of beds interspersed with all manner of specialized medical equipment. There was a lot more here than Rex had expected given the interrupted construction, something he decided to simply feel thankful for.

Rex searched around, checking for bio scanners and automated surgical instruments. General purpose stuff, and technology capable of removing inhibitor chips. He also checked the main computer, intending to download any information on clone genetic modifications he could find, expecting the data to be useful to any outside medical professionals the clones might hire. Their genetic code was proprietary information belonging to Kamino, illegal to share without their permission. At this point, Rex did not care about genetic patent law, this could save his brothers' lives.

Scrolling through files, a display of the inhibitor chips popped up. For a long moment he studied it, Offee quickly joining him, similarly curious. From the way her eyes darted between holograms and read lines of text, she seemed to be comprehending more than he was.

“Can you tell what exactly these chips do? How they work?” Rex asked.

“Somewhat... These are an incredibly sophisticated product of neural engineering,” Offee said, studying the mechanics of the chips. “Their position between the frontal and temporal lobes indicates a clone’s memories and skills aren’t impacted, but they process and react to information differently, such as not questioning the status of the Jedi as traitors. When the chips accept that directive, their hosts act accordingly, not taking into account their normal emotions. The way the instructions are encoded into the chip’s organic structure, I can’t be certain of much more than that.”

“That’s consistent with my experience,” Rex said, grimacing at the memories he had, memories of him acting in ways he never could’ve imagined before the moment he’d received that order.

Breaking his attention away from the data, Offee said, “What you did wasn’t your fault. Those weren't your own actions.”

“Whose fault it was doesn’t change what happened,” Rex replied. “All the battles we fought alongside our Jedi, they weren’t to nobly protect the people of the Republic like we’d been told, like we'd sworn ourselves to do. They were preparing the clone army, showing us how our generals and commanders fought, what skills they had, how they would defend themselves. I knew Ahsoka was a good mechanic, that’s why I ordered the escape pods destroyed instead of remotely disabling them from the bridge, to be certain she couldn’t reactivate one. I knew she tends to target enemy leaders and would come after me, which was why I kept separate from Jesse and gave him instructions for how to proceed if I was compromised. What I didn’t expect was for her to save me.”

“You didn’t believe she would attempt to rescue her friend?”

“I didn’t believe she would do anything except cut me down like any other enemy,” Rex said, angrily staring at the holographic chip. “It wouldn’t let me believe anything else.”

“I understand what it feels like. To have something inside your head, compelling you to take actions you never would, and to then wake up struggling to remember how many people you harmed,” said Offee. “That includes having your abilities and knowledge exploited. I’m rather skilled at using the environment to my advantage. For example, I was aware that applying the Force against a fragile object such as a screen, when it shatters, all the shards will hurtle towards a target without the need for individual control.”

“You’re talking about the brain worms,” Rex said, finding Offee’s statements at odds with the way she’d so firmly taken responsibility for her crimes in their earlier discussion.

“I was among those made to hunt Ahsoka through the medical transport we were aboard,” she said. “Had it not been for Ahsoka’s tenacity, I would’ve taken her life, and then had it not been for her mercy, she would’ve taken mine.”

 _There’s some common ground_ , Rex thought.

“Well, thanks for helping her get some good practice at avoiding hostile clone troopers,” Rex said in miserable, sarcastic self-deprecation. “Keeping hidden aboard a starship. Freeing a friend from mind control.”

“You’re very welcome,” she replied, matching his mood.

“Let’s get this stuff packed up,” Rex said. Now that he was here, it was dawning on him how heavy some of the equipment was. “Okay, I think if we-”

Rex stopped talking when he noticed Offee levitating multiple objects by herself, carefully lowering them down onto the carts.

This was unexpected. Rex had witnessed the remarkable power of Jedi masters in action plenty of times, but even with Ahsoka growing stronger throughout the war he’d never heard of a padawan sustaining that kind of precise control over multiple objects at once.

Noticing his surprise as she finished the current set of items, Offee paused and said, “I’ve received additional training,” before continuing to work, and the two soon had everything of value loaded up and securely tied down for the walk back.

Returning to the elevator room, there was no sign Ahsoka had been back through, so they decided to take their loot back to Rex’s ship before returning to help her. Before long, everything was settled and secured in the _Twilight II's_ cargo hold. 

All these much-needed medical supplies would improve the lives of thousands of retired clones. And Offee was helping a great deal. As far as that chance Rex promised to give her went, she was off to a good start, and on reflection he wondered if he was holding Offee to an unfair standard. During the bombing crisis, Ahsoka cooperated with Ventress, something Rex saw as an act of desperation, and she now seemed to genuinely consider Offee a friend. It was hardly fair to consider Offee worse while she was trying to atone for a twisted anti-war protest when Ventress killed many more people, clones included, out of malice. Before the bombing, everything Rex heard about Offee had been glowingly positive.

“You know, a lot of the clones in the 41st spoke highly of you,” said Rex, trying to keep a good outlook on things. “Destroying the factory on Geonosis, finishing the battle there quickly, they all knew you were the one looking out for them. A few told me how you healed them after battles, that they wouldn't have survived if it wasn't for you.”

Instead of helping to build a rapport, Offee only seemed to grow more tense.

“What I did on Geonosis was a crime,” she said, looking away from Rex and continuing to focus on her inventory.

“You cut off a supply of war machines,” Rex said, confused by her response. “You saved lives, including plenty of troopers those droids and super tanks never got the chance to kill.”

“I did so by needlessly killing noncombatants,” Offee said, turning towards Rex as he recalled the battle and what she was referring to.

“What, the Geonosians?” said Rex. “Those bugs were the ones building droids sent out to kill my brothers.”

“The majority of those ‘bugs’ were unarmed civilians. The Geonosians’ soldiers were aboveground participating in the battle. The remainder were workers asleep in their homes when I brought it down upon them and buried them all alive,” said Offee. “I very nearly suffocated beneath the surface of Geonosis myself, and I inflicted that same terrifying demise on thousands of other beings, in one battle of many.”

That response and imagery of Geonosians dying slow, miserable deaths wore at Rex, for a moment.

“It was either that, or let that factory produce a new army of battle droids,” he said, holding to the long-term strategic importance of the operation.

“No, it wasn’t. I could’ve severed power lines to disable the reactor, rendering the factory useless without wanton destruction. Or employed ion charges to disable the entrance point and trap the tanks within the factory. Instead, I was given explosives and told to destroy the reactor, the detonation collapsing the populated catacombs underneath. And those are only the immediate tactical options,” said Offee. “Do you have any idea _why_ Geonosis ever allied with the CIS to begin with?”

“They were a manufacturing center for the droid army, I assume they were being paid?” Rex reasoned, not remembering the politics of Geonosian involvement from any of the briefings. “I’m not completely sure...”

“Neither am I! I could find no conclusive explanation of their motivations in the reports I was authorized to access! I could make inferences based on their history, their periods of isolation from the wider galaxy, times of economic struggles from diminished trade, investments in manufacturing and other technological developments, nothing definitive. Perhaps if we had bothered to learn, the Republic could’ve negotiated with their government. Eased conflicts. Mended old wounds. Brought peace. What Jedi were _supposed to do_.”

The way Offee described events, what she blamed herself for, Rex wasn’t unsympathetic. Despite all the similarly painful memories he held of the war, there was something about Offee he couldn’t reconcile and couldn’t ignore.

“Then your response to all that needless suffering was to do even worse to people who trusted you?” asked Rex, and Offee's reaction was... concerning. Nothing more to say, barely even focusing on Rex, only a worrying moment of her hands trembling until leaving her work incomplete and walking back to Ahsoka's ship.

* * *

The doors of the armory creaked open as Ahsoka used the failsafe to open it up, satisfied by what she found as her chest light shined into the darkness over the contents. There were blasters and armor which Ahsoka began loading up onto her repulsorcarts. The rarer, more expensive weaponry first, things that were more difficult to purchase otherwise, like the EMP grenades and heavy weaponry. The work was uneventful, mostly her trying to keep anything from falling off the hovering carts as they moved autonomously behind her, guided by her wristlink.

Ascending back to the surface with her haul, there was no sign of Rex or Barriss, and Ahsoka assumed they were putting the medical equipment in his ship.

“Hey. How did things go with the medical bay?” Ahsoka asked Rex, who was packing away scanners as expected, Barriss nowhere in sight.

“We got everything we could. Offee was helpful,” said Rex, which Ahsoka found encouraging. Didn’t explain where she was, though. “How did raiding the armory go?”

“It’s fully stocked with enough firepower to fight off an attacking droid army,” said Ahsoka, as Rex pulled out the vacant repulsorcarts, pushing them along back to the elevator. “Where are you headed now?”

“I’ve got my eye on some purifiers in the lower level, used to provide potable water for the base. If there are no clones here for them to provide for, better to bring the purifiers to us.”

“Need help?” asked Ahsoka.

“Probably not, you’ve got your own work cut out for you. We passed over the dining hall on our way, and the food synthesizers were installed. The colony is working on growing its own food, so you might want have more use for them,” Rex recommended. The gunk synthesizers produced wasn’t exactly tasty, but it could keep a lot of people fed without the need for other agricultural tools.

“Thanks, Rex," Ahsoka said, watching him walk off, about to ask where Barriss was until he stopped on his own and took a few steps back towards her.

"Offee and I got into a disagreement after we got back," he admitted.

"What kind of disagreement?"

"The 'ethical conduct in war' kind," he said, as Ahsoka ended the discussion without asking for more details and returned to the _Eclipse._

When she got back and set everything into their vacant cargo hold, Ahsoka turned on the lights to their quarters and found Barriss lying on the bed, so frazzled she didn’t even react to Ahsoka’s appearance.

“Are you all right? What happened?” asked Ahsoka, finally getting a weary look from Barriss while standing over her.

“Rex and I engaged in a discussion of Geonosis,” Barriss said, leaving Ahsoka unsure of exactly what was said, but figuring it was better not to talk about it until Barriss had more time to relax.

“Do you need anything?” Ahsoka asked. As Barriss was about to speak, looking listless for a moment before abruptly sitting up and sitting on the side of the bed, putting her boots and coat back on.

“I need to stop wasting our time here,” said Barriss.

“Don’t push yourself,” Ahsoka, putting a hand on Barriss's shoulder, keeping her from getting up. “Maybe it would be better if you stayed here and rested.”

“That’s what I was already doing when you returned. It wasn’t any use.”

“...I could use your help with some food synthesizers. And maybe what’s left in the armory,” Ahsoka suggested. “Rex is down in the lower levels recovering some water purifiers, which ought to take him a while.”

Mulling it over for a moment, Barriss got up and followed along, fixing her posture, increasing her pace to at least look like she was feeling better.

* * *

Down at the dining hall, they found their targets, disconnecting the synthesizers from the power grid and loading them onto the repulsorcarts. In addition to the priority pieces of technology they took, Barriss marked her map with additional notes of where less valuable items were being held, such as datapads, training armor, and basic survival gear. Once Rex had everything the clone colony could use, it would be more productive to provide the information to larger rebel groups for a larger salvage operation, as anything and everything they could take would free up more credits for the Rebellion. The _Eclipse_ could only store so much cargo.

With a few open carts left, Ahsoka led them back to the armory, which was still mostly full.

“The ion blasters next,” Barriss suggested. Reaching out to lift the weapons with the Force, she paused, choosing to move them manually. The change in approach was noticed by Ahsoka, so Barriss explained, “I could use more exercise for my arms.”

Several minutes later, Barriss’s work was done, tiring herself out, taking a breather at one of the workbenches and pulling out a ration bar. Keeping Ahsoka nearby helped to motivate Barriss into completing her improvised exercises, but she could at least make herself eat without aid most days. Despite her frequent lack of appetite, Barriss knew how many calories she needed, and how many were in these ration bars. She’d eat as many as the math said she should no matter how bland the taste. Following malnourishment during her post-Order 66 imprisonment, Barriss gradually gained muscle and fat back, and she wasn’t going to stop now.

Well, she wasn’t really getting it ‘back’. She’d hardly had any muscle to begin with. Pulling up her sleeve and flexing her right arm, Barriss was pleased with the increasing definition. She remained scrawny compared to Ahsoka, of course, but there was genuine muscle present.

“I guess we’re finished here,” said Ahsoka.

“There’s something I wished to discuss with you,” Barriss said. “In the conflict with the Empire, the odds are heavily stacked against us. Survival, much less victory, will depend on us both possessing as many skills as possible to protect ourselves.”

“You want me to teach you something?”

“I believe we should spend more time teaching _each other_ techniques to improve our chances of success,” said Barriss.

“I understand,” said Ahsoka. “You want a reciprocal apprenticeship.”

“You’re familiar with the concept?”

“You may have volunteered to spend time in the archives while I had to be sent there as a punishment, but I was a Jedi too, remember? It would be better we keep pace with each other,” said Ahsoka, Barriss smiling and nodding. Ahsoka then added with a bad imitation of Barriss’s accent, “Indeed, we must carefully utilize our abilities to their maximum effect if we are to succeed,” to Barriss's annoyance.

“Ahsoka, I don’t speak that way.”

“Oh yes you do,” Ahsoka said, smiling and gently elbowing Barriss as the latter faintly sighed.

“I do speak formally, and perhaps with unnecessarily verbose word choices at times, but I’ve also used shorter words and I regularly use contractions,” said Barriss.

“Fine. Then let’s do it,” said Ahsoka, grasping Barriss’s hand. “Anything I can do that gets you attention?”

Barriss thought for a moment. Relative to Ahsoka, the most prominent difference in their styles was Ahsoka’s preference for holding her sabers in a reverse grip despite making it more difficult to protect her head and limiting the strength of upwards strikes. The latter was less of an issue as Ahsoka frustratingly continued to grow taller and taller compared to Barriss, but that didn’t explain why she utilized the style even when she was a good twenty centimeters shorter.

“I’d like to spar with you,” said Barriss. “The way you employ reverse grip so effectively remains of interest, and I’d be grateful for as much instruction as we can fit in before Rex expects our return.”

“Are you sure?” asked Ahsoka. They’d attempted sparring before, and fighting Ahsoka again, even as some friendly training, left Barriss stressed, to put it mildly.

“I am,” replied Barriss, leading Ahsoka into one of the modular training rooms, adjusting her saber to low-power mode, and Ahsoka did the same with hers.

Operating the controls, the adjustable walls and flooring could be moved into a variety of configurations, though the lights remained in the dim emergency power mode. For this training, Barriss configured a single, symmetric, elevated platform. Cringing slightly, Ahsoka noted this area of the facility wasn't entirely complete, the perimeter of the arena lacking all its flooring, leaving openings extending down into the lowest levels.

Barriss held her single blade, now in a reverse grip, while Ahsoka stood opposite with her new twin curved saber hilts, saluting each other before beginning. The match started out slowly, Barriss extending her blade outward, heeding Ahsoka’s advice on the strength of her grip, the best angle of her wrist. A few deliberately slow swings of white blades eased Barriss into how to block, Barriss extending Ahsoka’s tutelage to make good use of her considerable flexibility. Possessing much stronger arms, Ahsoka was able to hold off Barriss’s blade with one hand while striking with her shoto, and needing to avoid the shorter blade caused Barriss to lose balance and tumble to the edge of the ring.

“Barriss, are you okay?” asked Ahsoka.

It was both deeply touching and guilt-inducing to Barriss, being treated this way, in this context. Barriss was the one who’d betrayed and beaten Ahsoka down in the depths of Coruscant after allowing her to run herself to exhaustion, yet now Ahsoka was the one concerned with her partner’s feelings as they faced off again in a friendly sparring match.

_I do not deserve you._

“I’m unharmed,” Barriss replied, getting to her feet and taking a stance again, following Ahsoka’s advice about how to position her saber with this grip. “Ahsoka, how are _you_ feeling about this?”

“It feels like I’m getting good practice in, after not having anyone to work with for a long time,” Ahsoka said, knowing exactly what Barriss was alluding to. “That’s all there is to it. And you’re right, we do need to keep our skills sharp.”

The process was necessary and beneficial, or so Barriss told herself, fighting to maintain focus. Continuing to practice, Barriss found herself getting more comfortable with this style, and it did have advantages to protecting her side while her free hand could move objects with the Force, using pushes and pulls. Ahsoka consistently won, though, disarming her another three times.

In the next bout, Barriss increasingly had Ahsoka on the defensive, swinging her orange blade in an upward arc, locking with the white blades crossed. Barriss turned her blade slightly towards her forearm, losing contact with her opponent's weapons and pushing her pommel forward into Ahsoka's stomach.

Knocked back, Ahsoka threw her inactive shoto saber to Barriss's left side as a diversion while rushing to her right, planning to catch Barriss unprotected. Rather than be distracted, Barriss caught the shoto in her left hand and proceeded to wield block the main saber with it.

Another Force push focused on Ahsoka's leg knocked to the ground and sent her sliding across the floor towards the edge, dropping her saber, reaching for and trying to grab the weapon before it slipped off the edge the platform, only for Barriss to stop its fall with the Force.

Now the victor, Barriss clasped her own saber to her belt, pulled Ahsoka's saber to her free hand while still holding the shoto, then reached down to help Ahsoka up, bowing gratefully.

“I’d like to move on to something else,” Barriss said, returning the dual sabers, rising back up as Ahsoka took her weapons back.

“Aw, not giving me a chance to score the final win?” Ahsoka said jokingly, which made Barriss wearily smile before shaking her head at the conclusion of their match.

* * *

Back at the ships, Ahsoka checked through the inventory, diligently compiled by Barriss over the last few hours as Ahsoka and Rex made trips. It seemed like she was taking the suggestion of being less active at the moment.

“Where are we at, exactly? With saving each other’s lives, I mean,” Ahsoka asked Barriss. “You protected me when I got knocked out in the factory reactor room, then I cobbled together the comm to signal for help when we were buried, then you deflected shots from Trap, then I saved you from the brain worms-”

“I would prefer not to keep a running tally, and simply be thankful for each other’s aid,” Barriss said, grimacing at all the memories. “I wish we could bond over something other than shared trauma, personal fears, and general anxiety over surviving the Empire’s reign.”

“I taught you lightsaber techniques. Do we switch off now?” asked Ahsoka.

“Yes. There is one ability I possess which you certainly do not,” Barriss said, closing her eyes and concentrating. Ahsoka raised an inquisitive eyebrow for a second before hesitantly leaning back, unnerved upon seeing violet arcs pass between Barriss’s fingers.

“Barriss, I’m not sure I want to learn to use Force lightning,” Ahsoka said, her cocky enthusiasm gone. “I’m also not sure how comfortable I am with you tapping into the dark side.”

“It isn’t the dark side. This form of lightning is created independent of hostility. Revan showed me,” said Barriss.

“How can that be?”

“Force lightning, as used by the Sith, relies on hatred, the manifestation of a pure determination to destroy their target. But hatred isn’t the power which creates the lightning, that _determination_ is, and my resolve has grown considerably,” explained Barriss, concentrating a moment as a few sparks jumped between her fingers. “When I focused on my love for you, it provided me the determination to summon a storm of Force lightning during our escape from Ilum.”

“That’s amazing!”

“I was in that moment I became certain how much I loved you, because if I did not, we both would’ve certainly died.”

“That’s... amazing...”

 _Barriss is such a romantic_ , Ahsoka thought sarcastically, imagining what happened when she was unconscious. Dazzling arcs of lightning coursing around Barriss as she fought the rallied might of the Empire, overwhelming them all through the power of love while carrying Ahsoka to safety and saving her life.

_On second thought, that actually is working for me._

“I don’t believe use of lightning will affect you negatively. We’ve already deviated from Jedi traditions by being in this relationship to begin with,” said Barriss.

“I’m not really concerned about being drawn to the dark side because we’re together,” said Ahsoka. “One reason I was willing to get closer to you was because of Anakin and Padmé. They were in a secret relationship for years, but he never embraced the dark side as a result.”

“...Would you like me to teach you to create lightning, or not?” asked Barriss, not please by this revelation.

Despite the explanation, which Ahsoka found to be plausible, the association with the dark side remained a concern.

“I’d rather not,” said Ahsoka. “Anything else you’ve been wanting to show me?”

“I’ve become proficient at dividing my attention and maintaining control with telekinesis,” said Barriss. "Was there something else you would prefer?"

“Sometimes I wish I had some skills that I wouldn’t be using for fighting,” Ahsoka said, Barriss becoming similarly sullen, then perking up excitedly.

“I can teach you healing techniques!” Barriss exclaimed, piquing Ahsoka's interest. “There’s more than one technique for healing using the Force, let’s begin with the enhancement method.”

“Enhancement?”

“The most basic method is to stimulate and accelerate a patient’s natural healing processes. It works well for cuts, bruises, and burns, injuries most species can recover from if given time, and is fairly universal.”

“What are the more advanced powers?” asked Ahsoka.

“Those require a more detailed knowledge of anatomy and medicine, and range from killing infectious bacteria to removing toxins, or in special cases precisely using telekinetic powers to perform delicate, noninvasive surgery.”

“I guess that’ll have to wait,” Ahsoka said, not presuming to attempt something so complicated so soon. “How does enhancement work?”

“What you need to do is concentrate on the restorative aspect of the Force. You are accelerating a process your patient’s body performs naturally... Hm, we shouldn’t do this here,” Barriss said, leading Ahsoka from the cargo hold to their refresher where she rummaged around for their medkit, retrieving antiseptic wipes and a scalpel. “The first thing you’ll need is sterile gloves. We may be using the Force, but your patient will still be susceptible to infections.”

“My patient?”

“I’m going to cut myself for you to test with,” Barriss explained.

“What? Barriss, no-”

“Ahsoka, I will only make a small incision, and I am an experienced healer. If you are unable to heal me on your first attempt, I can heal the cut on my own in moments.”

“Right. Of course, let’s do it,” Ahsoka said, feeling silly for overreacting as they washed their hands thoroughly.

After disinfecting both the scalpel and the tip of her little finger, Barriss carefully made a tiny incision, wincing slightly as a sliver of red appeared amid the yellow-green skin.

“Try to heal me,” Barriss said as Ahsoka held out her hands towards the former’s finger. “Physical contact is acceptable, but not required. Can you feel that the injury is causing me pain?”

“Yes,” Ahsoka replied, sensing Barriss’s presence through the Force and the small discomfort disrupting it, the damage to her body.

“Concentrate on that pain, and my body’s reaction to it. Focus that energy to repairing the damage.”

Ahsoka reached out with the Force, focusing on Barriss’s skin, the living tissues comprising it, sensing the injury. Sensed the new cells growing, and reached out to them, trying to quicken their pace.

“Well done,” Barriss stoically said as Ahsoka opened her eyes to see the former clean the drop of blood from her healed finger. Suddenly looking like she’d forgotten something, Barriss made a point to smile at Ahsoka, who held on to Barriss's hand, thrilled as she examined her work.

“Walking another's path through the Force can show you your own,” Ahsoka said, recalling an old proverb. “I feel like I’m getting stronger.”

“I’m uncertain whether ‘strength’ is the best word to describe you,” said Barriss.

“You don’t think I’m strong?” Ahsoka asked, a bit playful, a bit unclear as to what Barriss was implying.

“You are _absolutely_ strong. More significantly, you are... adaptable,” Barriss replied. “The more I see of you, the more I doubt there’s anything you cannot endure.”

“Anything else we should cover today?”

“There are more skills for us to learn yet,” Barriss said, drawing and twirling her stun pistol about her finger before holding it by the barrel and offering it to Ahsoka.

“Not really my style,” said Ahsoka, twirling her main saber.

“It may need to become your style should you find yourself without lightsabers and facing a stormtrooper squad. You ought to learn to use blasters,” said Barriss. “Not only are they useful in many situations, including non-lethal incapacitation, they’re also far less conspicuous than our lightsabers or use of the Force, and can be taken from defeated opponents if you’ve been disarmed... In fact, I know of someone who would make for a better teacher than myself.”

* * *

“Finally learning to use a blaster?” Rex asked, pleasantly surprised by Ahsoka and Offee intercepting him in the top level of the facility with his hoard of water purifiers. Nice to see she was taking the idea seriously after making it through the Clone Wars with only her lightsabers and the Force.

“Barriss convinced me,” Ahsoka said with a smile, pulling her companion a little closer.

“I could also use advice from a more skilled marksman,” Barriss admitted. “My stun pistol is short-range and simple to aim, but I’d like to broaden my skills. I also don’t typically use rifles.”

“...Alright,” Rex grudgingly said, trying to recall the last time he’d seen a Jedi wielding a blaster. The Force wasn’t something Rex entirely understood, but after witnessing it at work, and being thrown with it several times, he knew it was real, and he knew it could be deadly to an enemy. General Skywalker was so powerful in a fight there was no need to even consider other weapons, while General Kenobi dismissed them as ‘uncivilized’, an opinion which caused Rex and Cody to exchange some offended glances as they cleaned and maintained their rifles. It was also an opinion Ahsoka had repeated.

“We’ve got plenty of blasters, and walked by some shooting ranges in the base. May as well take the chance to see how well they work,” Ahsoka suggested.

Heading to the shooting range near the armory, a variety of holographic targets appearing, computer controller able to register accuracy and location of hits. Ahsoka was able to hold a DC-15A blaster rifle without difficulty, while Offee was rather undersized for the clones’ preferred weapon, sticking to the smaller DC-15A carbine.

“Before you practice shooting, let’s run through appropriate maintenance and operation,” Rex said. How to hold the blaster rifle properly, how to reload, and to watch the ammunition indicator.

“How did you keep the blaster on target?” Ahsoka asked, struggling to keep the weapon straight for more than one shot.

"You need to better brace the stock against your shoulder, keep the rifle steady," Rex said, helping her adjust the position slightly, and leading her to place a trio of shots through the center of a holographic super battle droid.

"There you go," Rex said approvingly, checking on this other trainee. “That distance is too far for stun bolts,” Rex said, as Offee kept taking shots with the blaster carbine, blue rings of plasma rapidly losing their stability and dissipating as they reached their targets.

“I only intend to use stun shots against real opponents, and-” Offee began to explain herself before she stopped, paused in thought for a moment, then switched over to the lethal setting, taking careful aim and hitting the holographic B1 commander.

“Changed your mind?” asked Rex. At first, he’d been concerned by her not following along with the training. Now that there was a former enemy using the weapon with its intended lethality, Rex wished he hadn’t said anything.

“I can imagine situations outside of killing where delivering the energy of a blaster bolt to a target with pinpoint accuracy could be useful,” Offee explained.

The ex-Jedi racked up impressive scores. For a couple of first-timers. Deciding that was enough practice for today, the novice salvagers gathered to eat dinner. Or maybe it was technically breakfast. With this moon’s rotation speed and the wildly varying light levels from the gas giant blocking or reflecting the local star’s light, it was impossible to apply any common sense of appropriate mealtimes.

Gathering outside the ships, Rex observed the droidekas, noting how unusual they were. Typical droidekas moved slowly, with careful, precisely mechanical steps of their spindly legs. These ones wouldn’t be winning any races, but they took longer strides, irregular motions covering irregular terrain like living creatures, moving nimbly while keeping coordinated.

“This is pretty good,” Rex said, taking a spoonful of the soup Ahsoka brought him.

“Glad you like it. They’re some leftovers Barriss cooked up,” Ahsoka said, and Rex stopped eating for a second. As improbable as he knew it was, he now couldn’t shake the possibility he’d just swallowed a few mouthfuls of nanodroids.

Sitting on a rock across from him, Offee was observing him, her reaction cycling through puzzlement at his pause, thought on the reason behind it, and then what appeared to be mortified realization as she determined exactly what was concerning him, glancing down sharply at her own bowl.

“If you would prefer something else-” Offee said as she stood up to bring more food, stopped as she realized doing that wouldn’t help the situation, and sat back down, “-you are welcome to select anything you’d like from our food stores. At your discretion.”

Then she downed an unnecessarily large mouthful of her own food and smiled, showing it was safe, while Ahsoka didn't seem at all aware of what was happening. The meal proceeded largely in silence until everyone was finished.

* * *

Since she’d orchestrated and confessed to the hangar bombing, people called Barriss liar, hypocrite, murderer, traitor. They were all absolutely correct. What none of them ever realized was that she’d come to the exact same conclusion about herself long before anyone else.

Doing some cleaning to distract herself from Rex’s comment about trust, nothing was able was to stop it from gnawing at her.

Trust.

_‘I’ve learned that trust is overrated. The only thing the Jedi Council believes in is violence!’_

Hopefully eating her own cooking convinced Rex that Barriss hadn’t tampered with it. Because Barriss never contemplated ingesting her own explosives as part of her numerous contingency plans. Not at all. That would be an extremely disturbing thing to think about, which she definitely hadn’t been preparing to do when Skywalker had arrived at her quarters.

Giving up on the cleaning and stepping outside onto the unfamiliar world, Barriss walked aimlessly around the ships, given a respectful amount of space by the ceaselessly patrolling droidekas until she found a secluded area blocked off by tall rocks near the beach. Letting out a slow breath and closing her eyes, reaching out with her senses, amid all these complex emotions Barriss never felt closer to the Force, the sound of her calmly paced heartbeat growing stronger. It didn’t remain calm, all the worrisome thoughts brought up today crashing back over her. The training session, their plots against the Empire, and as usual her relationship with Ahsoka being the source of renewed anxiousness. Loving and being loved by Ahsoka did not erase Barriss’s hatred of herself. In the light of the sun shining through the clouds, Barriss wearily thought to herself about her past and future with Ahsoka. Wondering how she could possibly make things right. No amount of affection could balance out manipulation, physical violence, betrayal, and abandonment.

The explanation of Ahsoka taking posthumous romantic directions from her master especially didn’t ease Barriss’s mind. Thinking on the matter further, Barriss reminded herself of Skywalker’s massacre of the Sand People on Tatooine. Something Ahsoka knew of, and evidently wasn’t factoring into her opinion at this time.

 _No need to speak ill of the dead,_ Barriss thought, attempting to put Skywalker out of her mind, only to repeatedly come back to how he influenced Ahsoka, who claimed her master wasn’t drawn to the dark side. But Ahsoka had never been driven back by her master as he relentlessly approached with an active lightsaber, justified as it may have been in Barriss’s case. 

Not just any lightsaber, _her_ lightsaber. That manifestation of Barriss’s connection to the Force, wielded by a man who thrived in battle. Words couldn’t convey how offensive she found the memory, that wonderful encapsulation of her being used as a weapon of war, especially with it being the final time she’d seen her previous lightsaber.

Getting a grip on her current saber, Barriss felt the energy of its crystal resonating with her, ready to come to her aid whenever she required it. Mentally giving her thanks to the Force, Barriss released her grip, as saber practice wasn’t her current priority.

Rather than most of her powers, which relied on calmly feeling the flow of the Force and calling on it, Barriss tapped into her willpower, manifesting determination into arcs crackling up and down her fingers. Nothing as powerful as what she’d displayed on Ilum, now that there wasn’t the situational pressure driving her to act. Of all the countless descriptions of love’s power echoed in cultures throughout the stars, Barriss wasn’t aware of any which imagined love manifested in the form of several thousand amps arcing directly into anything which endangered the person one cherished.

If she couldn’t produce such overwhelming power on demand, she’d work on making the most of what she could, practicing ways of directing the lightning, attempting to concentrate it for better range.

The possibility of how dangerous this was did occur to her, and Barriss stopped for a moment, suppressing the sparks jumping between her fingers by clenching her fists. Yes, she was confident in her understanding of how the lightning was generated. It was still _Force lightning_ , one of the most distinctive powers of the Sith, and Barriss was well aware of the history of the dark side, the lure of greater power, how gradual and corrupting it was. Could she really believe herself the first person in galactic history to meddle with power like this, thinking herself immune by some loophole?

 _I believe I’ve practiced lightning enough for today,_ Barriss thought, moving on to telekinesis.

Kneeling down, Barriss took up a handful of sand, rising back up and holding the hand in front of herself. One by one, the tiny grains rose off the clump and aligned themselves. Thousands of grains of sand orbited around Barriss, forming together into glittering arcs.

Meditation was conducive to thought, but not to relax herself. A moment of contact with Ahsoka did more for Barriss’s nerves than any amount of meditation did. Right now she needed to _think_ , trying to find the right balance between emptying her mind and the frantic, anxious noise that often went through her head, focusing on one line of thinking at a time.

Delving deeper into meditation, Barriss listened to the Force and imagined the future, one where she and Ahsoka were together in a safe galaxy, a thousand paths to bring it into reality, shatterpoints growing into fractures tearing apart the Empire and the Sith. Every action Barriss took cascaded through the Force, inevitably bringing forth a galaxy where they were free. As the fear lessened, compounded with intrigue and creativity, Barriss felt strength growing within her. Through her mind came a sound, like a mixture of a single heartbeat and a thunderclap, and felt her limitations beginning to break.

* * *

Something about Barriss which Ahsoka found fascinating was how active her mind was. The Force allowed access to the thoughts of others, and while Ahsoka wouldn’t look into someone else’s mind without permission or some situation demanding it, occasionally she got passing glimpses of Barriss’s. Her thoughts sped along like a class 0.1 hyperdrive, and even if Ahsoka focused on getting more than a glimpse, she probably wouldn’t be able to parse everything out.

When asked about this, Barriss informed Ahsoka that this wasn’t some grand display of her towering intellect. It was anxiety and obsessiveness. All those thoughts Ahsoka sensed were Barriss foreseeing every terrible possibility that could occur, dwelling on every error left in her wake. All the time.

“It’s not something you need to concern yourself with,” Barriss said as Ahsoka’s thoughts turned outward.

They were currently in a locked ship protected by droidekas, with multiple backup plans even though the only other person they were in contact with was one of Ahsoka’s closest friends. Ready to escape at any moment. One eye on the sensors for hostile ships. Preparing for any possible fight, trying to keep everyone alive.

“I understand that better than you might think,” said Ahsoka.

It’d been a long day, or whatever passed for a day on this moon. The sun was skimming the edge of Hoquium, forming a red crescent of light refracting through the upper atmosphere’s sulfur, with the moon only receiving a fraction of its usual light. Close enough to night to warrant getting some rest.

Over the past weeks of sharing a bed, Barriss gradually became more comfortable with Ahsoka keeping so close for so long, lessening her aversion to physical contact. With some ground rules in place, such as her always facing Ahsoka because she didn’t like being approached from a direction she couldn’t see, and they discovered Barriss especially couldn’t stand the feeling of her arms being restricted. This led to figuring out their current position of facing each other, Barriss covered with two-thirds of the blankets and Ahsoka’s arms very loosely around her, feet uncovered to keep at a cooler temperature than her warmth-loving girlfriend.

“Cozy?” Ahsoka asked, gently pulling Barriss closer, feeling her heat. And her unexpectedly toned back muscles. This was a low-risk mission, so Ahsoka would enjoy this peace while it lasted. Really, really enjoy it.

“Almost too much so.”

“How can that be?”

“Ahsoka, I experience more physical contact every night I spend with you than I previously would over the course of an entire year. The sensation has been somewhat overwhelming for me,” said Barriss, perhaps the only person Ahsoka knew of who could become _more_ tense after being given a backrub.

“Only one year? We can do better than that,” Ahsoka said, smiling and hooking her leg over Barriss’s hip.

“That was not a challenge,” Barriss said, wriggling slightly until Ahsoka returned to her previous position. “How do _you_ feel? From what I recall, you wouldn’t have experienced touch with much greater frequency than I did.”

“I’m enjoying this a lot,” Ahsoka said. Feeling Barriss’s warmth, her presence, relieved to know she was here. “You’re like a little tooka.”

“I am hardly so small as that,” said Barriss.

“Yes, you are. I can feel your toes against my shins right now,” Ahsoka said. Brow scrunching up slightly, Barriss slowly slid down further under the blanket to assess their heights as Ahsoka very helpfully commentated, “Shin, shin, still shin, ankle, foot, there you go.”

This placed Barriss down at optimal forehead-kissing position, which Ahsoka immediate made good use of.

“I used to be taller than you,” Barriss grumbled as she huddled close to Ahsoka’s chest.

“No, you weren’t. You wore heels when we met on Geonosis. Not exactly good combat gear,” Ahsoka again corrected Barriss, recalling the attention she’d been paying to Barriss’s legs at the time, getting a good look at her footwear when they were crawling through those vents. Thinking a little harder, she wasn’t sure if it was worse that she’d been so distracted by that during such a dangerous situation, or by how Barriss chose to wear heeled boots in a war zone.

“Your own wardrobe choices were no more practical,” Barriss retorted, and Ahsoka couldn’t deny she got her with that jab at how unprotected her torso used to be. Pausing and considering that comment might have come across as more insulting than intended, Barriss added, “Your choices during the war were quite stylish, simply not practical.”

“It was only four years ago, but it feels like so much longer. Happier days,” said Ahsoka, until she noticed Barriss’s sullen expression, attention drifting away from Ahsoka until the latter placed a hand on her cheek and turned it back. “Hey, talk to me.”

“They weren’t ‘happy days’ for me. Not even then,” Barriss glumly replied. Noticing Ahsoka’s unsatisfied curiosity, Barriss reluctantly explained. “The ramifications of the war were already sinking into my mind by that point.”

“You seemed perfectly fine to me,” said Ahsoka, somewhat confused and not recalling anything concerning about Barriss’s behavior, brain worm possession excluded, obviously.

“I _always_ seemed perfectly fine. Until I didn’t. You first met me on one of my better days,” Barriss said, her lip twisting up the way it did when she was hesitant to talk about something. “Do you recall what I said to you, when the temperature in the medical frigate was plummeting and the brain worm lost control over me?”

“You asked me to kill you,” Ahsoka said. That choice, the risk involved to the medical station and all aboard, and the long-term consequences weighed on her mind for a long time afterwards despite Anakin’s reassurances. Especially after she’d left the Jedi, and then after Order 66, wondering how differently events could’ve gone if Barriss hadn’t made it off that frigate.

“It was the first time I’d spoken those words aloud. It was not the first time I’d thought them,” Barriss hesitantly admitted.

“Do you want to talk about it...?” Ahsoka asked, wanting to be supportive but feeling far out of her depth here. This was not the fun pillow talk she’d hoped to wind down with.

“There is nothing more to discuss, and there is nothing you need to do,” Barriss said. “I simply don’t look back on that time with fondness.”

“It wasn’t all bad. It’s where you and I met,” said Ahsoka.

“A compelling point,” Barriss said, smiling and holding Ahsoka tighter. For a long moment, Ahsoka watched as Barriss lay next to her until the latter let out a long, soft sigh and loosened up, which Ahsoka had come to recognize as a sign she was finally relaxed, something she wished she could see more when Barriss was awake. With Barriss drifting off to sleep, Ahsoka turned off the light, closed her eyes, and did the same.

**Notes for the Chapter:**

> This fanart was made by [moonmonnu](https://moonmonnu.tumblr.com/post/635691355731001344/so-i-read-425599167s-fanfiction-and-i-loved). Thank you for that.
> 
> I know Ahsoka's status as a chick magnet is a source of jokes in the fandom, but I think it should be acknowledged that Barriss must've drawn just as much attention. She's cute, elegant, smart, athletic, has superpowers, is broody as hell, has a dark mysterious past she doesn’t like to talk about, arrives the story’s locale from far off lands, and wields a cool sword. I'm not an expert on the genre, but she sounds like a blend of around four different romance novel plots, and unlike Ahsoka, she's not oblivious.
> 
> Barriss's pajamas are inspired by [this artwork](https://www.pillowfort.social/posts/1015316) I thought was cute. As another reminder, please read the artist's webcomic [Contrasts](http://contrastscomic.thecomicseries.com), if you like my work you'll like that comic and I'm making a point of linking it in every barrissoka story I write.
> 
> Lately I decided I needed to step up my game and make barrissoka scenes that are cuter than ever. And then I made them painful.
> 
> Ahsoka discovers Barriss is ticklish!
> 
> It's a diversion to avoid thinking about the hopelessness of the fight against the Empire and the relative insignificance of their actions. Also there are some issues with Ahsoka respecting Barriss's physical boundaries they're gonna need to work on.
> 
> Ahsoka and Barriss train with each other!
> 
> The sparring match is a reversal of their duel on Coruscant.
> 
> Barriss concludes the duel differently, solidifying it as a demonstration of their supportive partnership!
> 
> It leads into a reminder of how both their lives and skillsets have been defined by war.
> 
> Ahsoka and Barriss cuddle while emphasizing their height difference! 
> 
> Recalling their respective growth over the time they've known each other turns into a discussion of the extent of Barriss's suicidal ideation.
> 
> Rex discovers a stockpile of free frozen yogurt, which I call "frogurt"!
> 
> The frogurt is also cursed.
> 
> My writing must be like listening to the sound of one monkey's paw clapping.


	3. Take Control

Waking up the next morning was a slow process as Barriss felt something lightly tugging at her hair, a repetitive, circular motion she gradually recognized as Ahsoka twirling a strand of hair around her finger. Not opening her eyes, wanting to stay in bed, Barriss pretended to remain asleep until she gave herself away covering her mouth to sneeze.

“Come on, we need to get back to work,” Ahsoka said now that Barriss was obviously awake, nudging her another time before climbing over her and out of bed.

In grumbling agreement, Barriss did get back to work, both of them eating a quick breakfast and stepping out into the blindingly sunny island outside, then descending back into the unoccupied cloning facility. Still feeling fatigued, Barriss lagged behind as the two of them passed over the observation walkway, Ahsoka on the comm with Rex, who was in the lower levels looking for any power generation systems they might want to seize. They’d nearly cleared out this facility of the most interesting equipment, and wouldn’t need it to remain fully powered up much longer.

“For having gone a year without any maintenance, everything is working remarkably well,” Ahsoka said to Barriss, staring up at the empty cloning pods in the central room, metal disks with dozens of vacant incubation chambers arranged in concentric circles.

“Kaminoan engineering is quite impressive,” Barriss noted as she shined her light up at the suspended cloning tanks, the window to the facility’s commander center to the left of the observation walkway. “We are surrounded by the most advanced cloning technology ever created, perhaps save for Spaarti cylinders.”

“Aren’t those the ones where they would name the clone by repeating a letter in the original’s name?” remarked Ahsoka.

“That was the convention, yes,” Barriss said, passing beneath the rows upon rows of incubation chambers. “I suppose labeling an entire army in such a manner would be impractical.”

Ahsoka snorted at the idea. “Your name has so many repeating letters already-”

“‘So many’? There are only four.”

“-if we tried to clone you the Spaarti way, we’d get Baarriss or Barriiss Ooffee,” said Ahsoka. “Maybe you’re actually a clone of Baris Ofe.”

“I can barely hear any distinction in what you’re saying,” Barriss said, not finding the joke at all funny as they reached the walkway’s end and descended deep into the facility via another elevator.

Down in the power plant, they found Rex and the tense civility continued, he and Barriss cooperating quietly as they catalogues power cells, fusion furnaces, adaptor cables, anything that could be taken. Both of them tried to appear in a better mood whenever Ahsoka was watching. There was absolutely no chance it worked, and that didn’t stop them from trying. For his part, Rex remained completely cooperative, not event making so much as a snide remark.

Remaining collected was Barriss’s primary goal through all her actions. If Rex wanted her to prove herself with actions rather than words, that was what she would do, but trying to force action or appear transparently desperate for his approval would only make herself look worse.

 _Patience_ , Barriss thought to herself, though she wondered what could possibly happen that would give her a chance to show beneficence. Recollecting everything she knew about Rex, which was mostly secondhand stories from Ahsoka, a very frustrating picture began to form in her mind.

Between General Kenobi's false surrender and Ahsoka’s affiliation with Bo-Katan Kryze, the violent Mandalorian leader who’d assisted in Maul’s takeover of her world to begin with, Barriss was torn between her usual warranted self-loathing and a sense of being held to a different standard than everyone else. It wasn’t that said standard was unfairly high, rather that many others seemed to commit worse without any repercussions or even criticism, particularly in Kenobi’s case.

What hurt was, as with so many of the Jedi councilmembers, Barriss used to admire Kenobi. Knowing that he was dubbed ‘The Negotiator’ during the war, a label that once sounded so respectable to her, in light of his actions on Christophsis Barriss was now convinced that the sobriquet was given out of irony and derision.

Whenever they next met, she was _absolutely_ going to refer to him by that befitting title.

Upon divvying up the fusion furnaces, Barriss was relieved to be moving with Ahsoka back up and away from Rex with a haul of four, the round yellow-glowing machines resting on a pair of repulsorcarts, slowly and carefully moving them back to the ships as the weight of the models was near the limit of the repulsors.

“Easy, easy,” Ahsoka said as they pushed their latest haul up the sandy incline to the waiting ship, only for the furnaces on Barriss’s cart to slide back, putting too much weight on one side. Barely managing to prevent the furnaces from falling, Barriss managed to press the power-down button which slowly lowered the tray to the ground. The short but intense physical strain left Barriss exhausted and sitting in the sand.

“Ugh, leave me, let the soil claim me,” Barriss said in a moment of dark humor, regretting it when Ahsoka looked back at her with intense concern and Barriss realized the alarming ways that kind of comment could be interpreted. Especially in light of her recent choice of conversation topics. “That was in jest, I don’t wish to die here- _At all_ , I don’t wish to die _at all_ , irrespective of location.”

With a huff, Barriss ignored Ahsoka in favor of telekinetically moving one furnace off the repulsorcart and moving the lighter load up to the ship, unhappy at the realization she was probably going to be getting that kind of look for at least a few weeks.

 _Oh no, you shared some deeply personal experiences with your girlfriend, then she listened to you, took you seriously, and is now being especially attentive of your feelings. How horrible for you,_ she scolded herself at how she was reacting to a situation she’d brought. Even before the calamity of the bombing and the cruelty with which Barriss treated Ahsoka, looking back she couldn’t help but feel she’d never recognized how much Ahsoka valued their friendship. After Geonosis, it was Ahsoka who persisted in socializing with Barriss, in seeking her out at the temple when they were both present, always enthusiastic and energized to talk about practically anything. Presently, Barriss wanted to return Ahsoka the same amount of consideration and attention which Ahsoka showed her.

Thinking along that direction for another moment, Barriss slowed back down until she returned to walking side-by-side with Ahsoka.

“Ahsoka, I honestly am bett- I am _good_ , in this area,” she said.

Walking a little further, Ahsoka kept an eye on Barriss, growing less worried until smirking at her.

“You wanted to tie into our other conversation about stress, but it bothers you what you just said wasn’t grammatically correct, doesn’t it?” she asked, as Barriss cringed.

“Yes, yes it did. I am _well_. I am doing _well_ ,” said Barriss, as Ahsoka found her need for precision and correctness fun as always.

Reaching the ship, it was sinking in that they’d gathered up so much supplies, the cargo hold of the _Eclipse_ was almost completely filled up. Crates and racks of weapons overflowed out into the curving hallway connecting to the ship’s other rooms. Enough to fuel a small army, and Barriss wished this wasn’t necessary, wondering if there was some better way, but the last war and the Empire’s rise didn’t leave one for her.

Imagining the Clones Wars coming to a different end following what happened was a painful thought. Even had the Jedi not been destroyed, Barriss wasn’t certain they would ever truly return to being the peacekeepers they once were, at least within her lifetime, or if the peace achieved from the violent subjugation of the Separatist movement would be one worth keeping.

* * *

There was a lot more equipment lying around than Rex had expected with the construction records he’d found. At this rate, the ships would be full before they’d finished clearing out the second facility, much less all six of them. What caught his eye were backup power cells which kept the cloning facility running in case of emergency, perfect for the clone colony. Reliable, rechargeable via solar collectors, high-power density, and unfortunately for Rex, damned heavy but he loaded up as many as he could. Too many.

Against Rex’s desperate, vocal protests, the cell teetered on the edge of the repulsorcart, threatening to fall off until it somehow resisted the pull of gravity and rose back up into the previous position.

“Hello, Rex,” Offee said pleasantly as she entered the storage room again. “I was wondering if you might want some assistance.”

Accepting the help, Rex directed Offee to use her powers to properly center the cells, and to hold them steady as they walked.

“Would you like to continue our previous discussion?” Offee asked, surprising Rex since she’s the one who’d cut it short last time. “I understand if this feels awkward for you as well.”

“I have done absolutely nothing wrong. Why would I be the one feeling awkward?” Rex asked dryly, and Offee couldn’t disagree with that, so the two moved on in uncomfortable silence, inner elevator lifting them to the upper level. “It’s like I said before. If you’re genuine, I’ll give you the chance to prove it. Until then, words can’t do the job. So far, you’re done good, and this little supply run will help my brothers.”

“Rex, I want you to know I feel no animosity towards you. Whatever you’re feeling towards me, for what I’ve done, it’s certainly valid. I can’t erase my actions, but I promise you, everything I do is to help Ahsoka and oppose the Empire. And I am sorry for what I did to your brothers.”

“Getting over it would probably go easier if you would stop bringing it up,” Rex said. “You didn’t really answer my question before. Why did you do it? What were you thinking?”

“I wanted to end Jedi participation in the war, and was powerless to do so. I wanted to remain the perfect padawan, and knew that was impossible. I hated the war, I hated fighting, and concocted that ridiculous plot in a desperate attempt to escape from it, until it all collapsed around me and Ahsoka suffered as a consequence of my failures.”

“You couldn’t have packed up and left?”

“I could have. I wouldn’t, not after I’d pledged myself to the defense of the Republic and its citizens, as all the Jedi did,” Offee replied, her head tilting up as they walked beneath the cloning chambers which were planned to produce the next of the Republic’s armies. “Good padawans obey their masters.”

Something felt like it was twisting in Rex’s gut. Loyalty meant everything to the clones, and she betrayed _everyone_.

“You’re skewing things,” said Rex. “The Jedi always acted to help the Republic.”

“Even when the Sith _were_ the Republic?” Offee shot back. “You act as though the bombing plot was the most horrible crime I’ve ever committed. It wasn’t. It was merely the one crime I committed without receiving prior approval from an authority.”

“You blew up your own temple. How was that supposed to help?”

“Specifically, I bombed one of the temple’s hangars. A hangar which was intended to serve as a point of departure for Jedi leaving on diplomatic missions, until it was repurposed for military operations, occupied by bombers and gunships,” Offee explained, and Rex didn’t immediately understand or care about the distinction until remembering her speech about attacking ‘what the Jedi have become’. Seeing his realization, Offee freely admitted, “It was not a very effectively conveyed message.”

“Yeah, no kidding,” replied Rex. “The war was brutal, but the Jedi acted to protect people, including the men under their command.”

“I fought in the war for just as long as you did,” Offee corrected. “I was present when it began at the first battle of Geonosis. I was directly or indirectly responsible for thousands of deaths, done in the expectation of receiving a pat on the head for my efforts, supposedly for the protection of countless others. I followed a similar line of reasoning, expecting the bombing to save more lives elsewhere.”

“And did you?” asked Rex.

“No, I never received a pat to the head.”

“I was _referring_ to making the Republic safer,” Rex said, not amused by Offee’s quip.

“No. If you were expecting an argument, I have none to offer,” said Offee. “You think I don’t understand how unfair this entire situation is? That so many Jedi were killed, or broken, many children among them, and yet I of all people not only survived, but escaped. I am alive, I am free, I am... happy, in spite of everything. And most of all, I am so very undeserving.”

The elevator ride back to the surface was irritatingly slow, and the sound of clanking unlubricated metal wasn’t helping. Rex had no idea what to make of Offee. For her crimes, he should despise her, and he had reservations. Offee was right in what she’d said before, it was different. He couldn’t put his dead brothers beneath trying to keep Ahsoka happy.

“Did you even know their names?” Rex asked as they stepped out into the sun. “Those were good men in that armor.”

“The names of the clones I killed in the hangar were Cable, Twist, Slam, and Dellest,” Offee said, Rex turning to listen to her, astonished that she _did_ know. “Those from the prison were clone troopers Kal, Clamp, and Blip.”

The clone troopers she killed, they weren’t afterthoughts to her, she dwelled on every single death. Deaths of people she’d never known personally, people whose lives she valued nonetheless. Rex had dismissed her as heartless for not acknowledging the people she killed, not expecting anything else from her, and now he realized he’d misjudged Offee. She wasn’t like Krell, his brothers were people to her.

“I’m having a hard time deciding if that makes you better for respecting my brothers, or even worse for choosing to kill them regardless.”

It didn’t take long for her to think on the two choices, Offee’s posture grew more confident as she rose up, looked at Rex, and adamantly replied, “It makes me _worse_.”

It began so sink into Rex how pointless his anger was. No matter how much he might hate Offee, she’d hate herself much more. Any criticism or smart remark, a version of it had been endlessly repeating in her own head.

* * *

“I’m not sure what I want to do. I love Barriss, but now Rex is bringing up how disturbing what she did to me was, and he’s not exactly wrong, and now I think he’s getting angrier that Barriss is here- What am I going to tell him? After everything she did, now I’m in a relationship with her and he shouldn’t question that, why? Nothing is going to be convincing, and I want the two of them to get along, but I don’t know what I can do to change Rex’s mind. The longer I don’t say anything, the angrier he’s going to be when he does find out... What do you think?” Ahsoka asked, turning to the three droidekas who were dutifully listening to her, none of whom had the slightest idea what she was talking about.

Glow suggested that Ahsoka’s processor was hanging on a current task, and that she should shut down and restart herself before retrying.

“...I’ve been given worse advice before,” said Ahsoka. “Thanks guys.”

The droidekas weren’t sure what they’d done, but they were happy Ahsoka was happy, and returned to their patrolling while Ahsoka worked to secure all their supplies with an excessive amount of fibercord.

What was it about Barriss that drew Ahsoka to her?

Much as she still aspired to Jedi ideals of serving a higher purpose, Ahsoka couldn’t ignore the thought that physical attraction might’ve had more to do with it than she was willing to admit. It was a very real and slightly worrying possibility that Barriss’s aptitude for violence and ability to match Ahsoka in a fight was making her _more_ attractive. Knowing Barriss, she wouldn’t be happy with that, Ahsoka wasn’t sure what that said about herself, and was tempted to stuff that thought into a forgotten back corner of her brain.

Taking a break, Ahsoka looked out over the cliffs, taking in the scenery for a moment until her ears caught a humming sound, regular and mechanical, standing out among the sounds of wind and wildlife. She cautiously checked over the edge, finding nothing, certain she’d heard something. It could’ve been some local animal she wasn’t familiar with, as the shallow seas around these islands were full of animals few people in the galaxy had ever seen.

Coming up the incline, Rex and Barriss were returning.

“Rex, I could use your help over here,” said Ahsoka, drawing him over to the batteries she’d been slacking off on stowing away.

“On it, Commander,” Rex said, joining her in the _Eclipse_ as Barriss nodded to Ahsoka and pulled the power cells they’d recovered over to Rex’s ship.

“You know you don’t need to call me ‘Commander’, right?” Ahsoka said. “I don’t outrank you anymore.”

“I know that, Commander,” Rex said, smiling at her.

“Getting along better with Barriss?” Ahsoka tentatively asked.

“She... is exhausting,” Rex replied while taking a length of fibercord to secure the fusion furnaces from earlier. “I’m still worried about her traveling with you.”

This was disappointing to hear, and gave more reason for Ahsoka to keep Rex uninformed for now.

“I’ve already been with her for a year, and she’s done everything she could to help me,” Ahsoka again explained. “I can’t act like I haven’t worked with questionable allies. My first encounter with Bo-Katan ended with her helping the rest of Death Watch to burn down a village. Then you and I helped her fight Maul.”

“I... suppose it isn’t all that different,” Rex admitted. It wasn’t confirmed that Bo-Katan had killed clones, but it was probable.

“We also had that squad of reprogrammed B1s helping us at the Citadel,” Ahsoka reminded him, trying to think of any other examples.

“Droids don’t-” Rex began to object, minding his tone as a droideka walked in between him and Ahsoka. “Why do you care so much about what I think about Offee?”

A little thrown at being questioned so directly, Ahsoka honestly replied, “I just want both of you to get along,” and Rex was focused on his task for a moment before being direct with her.

“You are aware she fought General Skywalker, aren’t you?” he asked, securing the last knot.

“Yes, I heard what happened.”

“Skywalker was like a brother to you, wasn’t he?”

“He was,” she said somberly.

“If Offee had somehow managed to kill him, do you believe you _ever_ could’ve forgiven her?” asked Rex. When Ahsoka couldn’t think of a response she was content with, Rex headed down the exit ramp, adding, “Don’t treat me like I’m being unreasonable.”

* * *

“I was so stupid to bring you along. Of course Rex would react this way, how could he not?” Ahsoka rhetorically asked late in the evening, pacing around their quarters, trying to think. It seemed childish, but before the rendezvous, Ahsoka really hoped Rex would get along with Barriss.

“Rex obviously cares for you. If he didn’t, he wouldn’t be responding to my presence so negatively,” Barriss said.

“I still wish he wouldn’t treat you like this.”

“I am not resentful of Rex,” said Barriss. “On the contrary... I welcome his input.”

“You _welcome_ it?”

“Nothing Rex has said is incorrect, Ahsoka,” Barriss said, slouching wearily on the bed. “And we need to acknowledge that. In the past, my interactions with those close to you offered an easy resolution. We left Senator Chuchi prior to becoming romantically involved, and in all likelihood she remains unaware. The Organas are reliable and amicable allies, but you’re not especially close with them. You were so angry with Kenobi you could avoid seriously listening to any criticism he may have leveled, and considering his own questionable choices following the Empire’s rise, he lacked the high ground over you. The reason you’re reacting so strongly is because Rex has a point, you cannot ignore it, and you don’t want to ignore him, either. So _don’t_ ignore it. I’m certainly not.”

Ahsoka grumbled as she thought about Rex’s response to Barriss. “You’ve done so much to help me, and maybe the entire galaxy-”

“None of which Rex was present for. He has no reason to trust me beyond your vouching.”

“I’d thought my vouching would be worth more.”

“It’s worth enough for him to tolerate my presence, and that alone is a testament to the faith he places in you,” retorted Barriss. “Ahsoka, it’s obvious how important Rex is to you, and the only thing I want less than for our relationship to be damaged is for you to damage your other friendships on my account. It takes work to be a better person. My guilt hasn’t diminished. I’m not even certain I wish it to.”

“I just- I want everything about the bombing to be over with. I’m tired of thinking about it, I’m tired of people reminding me of it as though I’ve somehow forgotten.”

“Our history is complicated, and painful, because of me. It never won’t be,” Barriss said. “But when we are together, I can see a brighter future for us both.”

That was incredibly sweet, and also not useful as the solution Ahsoka was searching for.

“If he finds out about us, I don’t have a good explanation for him.”

“Perhaps it would help if you parsed through events yourself,” said Barriss. “Think about all that’s happened between us, and how we came to this moment. Recalling everything may provide you the answer.”

“...Alright, let’s talk about this one more time,” Ahsoka said wearily, as she didn’t like thinking about the bombing and was certain Barriss disliked doing so even more. “Barriss, you killed people. You chose to hurt me, in _so_ many ways. You lied to me. You attacked me. You were willing to leave me to die. I understood why you did it. I was listening very, very carefully to your confession.”

Barriss was on edge, but she wasn’t going anywhere, and Ahsoka continued.

“I took a huge risk freeing you, because I was short on options. Because I didn’t want to leave you at the Empire’s mercy. And because I hoped maybe you could be the person I thought you were. Then... you did exactly what I’d hoped you would. You apologized to me, which is a lot more than Master Windu did. You worked to make it right, put your life on the line for me over and over to do so. You proved I can count on you. You proved you could still be the person I thought you were, that you weren’t lying to me the whole time. You weren’t some deranged killer, you really were the compassionate, brilliant healer I wanted to be friends with, and you were hurting,” Ahsoka said, thinking about the two years she’d known Barriss before the bombing, before everything came undone, wondering how things went so wrong. “Barriss... why didn’t you talk to me? Why didn’t you trust me?”

That question made Barriss tense up more than anything else.

“Keeping in mind that I am now completely certain you wouldn’t have ignored or condemned me,” Barriss began, “I didn’t trust you, or Luminara, or anyone else because no one ever seemed to question anything. Every day, the Jedi led armies into battles. Masters became generals. The temple became home to weapons of war. Defensive measures against CIS attacks transitioned into invasions of disloyal planets. It continued to get worse. There were dissenters, such as Prosset Dibs, who was placed on probation within the archives and whom I spoke with on several occasions. Despite this dissent, nothing changed, there was no reevaluation. Then, after Krell betrayed the Republic, my doubts and my reluctance to voice them increased in equal measure. I wouldn’t say anything because I didn’t want to become grouped with him. The longer I waited, all while the war continued to escalate, hoping someone else would speak up and confirm I wasn’t in the wrong, the less I wanted to do so. Not even with you. Although... I very nearly did trust you, enough to bring you up in discussions with Letta Turmond.”

“Well, I got drawn in anyway,” Ahsoka remarked, unhappy at being reminded of what happened in the prison. “I suppose if it wasn’t for you, I would’ve been killed in the Clone Wars.”

“That is... a remarkably favorable description of the impact I’ve had on your life,” Barriss replied, uneasy at how Ahsoka was choosing to view things.

“Yes, I know. The only reason I left was because of what you did,” Ahsoka grumbled. “I didn’t figure anything out on my own, not about the war, or what the Jedi were slipping into. Otherwise I would’ve stayed, fought, and died in Palpatine’s trap like everyone else.”

“Please don’t attempt to reinterpret what I did to you as a kindness...”

“I’m not, I just-” Ahsoka took a second to collect herself. “I want to move on.”

“There can be no progression, and no forgiveness, without accountability and growth,” said Barriss. “My foremost concern has been proving I’m better than I was.”

“Well, what would you have done differently?”

“I should’ve simply left, as you did. Told the council my opinion of the war, said a polite, succinct goodbye to Luminara, and walked down those steps,” Barriss said quietly, having clearly thought about this topic many times before. “It would have been the best choice for my own wellbeing, and that of others. Outside of that, I doubt my leaving the Order would’ve changed anything.”

“Why not?”

“Because you chose to leave the Order, and it didn’t change anything,” said Barriss, and they were both silent for a moment.

“I wanted to go back. After the war was over,” said Ahsoka. “To become a Jedi. A keeper of the peace, not a soldier.”

Barriss didn’t say anything, choosing to let Ahsoka speak her mind.

“And I would’ve visited you... in prison...” Ahsoka said, the second part coming a bit awkwardly, knowing where Barriss’s choices would’ve permanently left her even if the war ended under the best possible circumstances. “Checked up on how you were doing after the political situation calmed down, after I had more time to think about things.”

“I’m certain I would’ve welcomed your company,” Barriss said, not sounding very certain at all as she recalled her feelings the previous time Ahsoka found her in prison.

“Once I’d garnered influence as a knight, and maybe guilted the Council over why I left, I could’ve gotten you into some kind of parole program. Even if the war was over, the galaxy would’ve needed good healers.”

“If Palpatine’s plot collapsed, I more likely would’ve been executed,” Barriss sighed. “I’m certain I was only allowed to live with the intention of later converting me into an inquisitor.”

“Or, if Palpatine’s plot was exposed and stopped, people could’ve figured out what you did was his fault-”

“Palpatine had nothing to do with my actions,” Barriss said bitterly. “I assure you, _I was acting entirely on my own initiative_. It was my fault. I killed those people, then you nearly suffered the consequences.”

The admonishment gave Ahsoka pause for a moment as Barriss’s words sunk in, and to her surprise, she felt relief.

“I know. Hearing you say that, I think it’s part of why I’m still drawn to you,” Ahsoka said, as Barriss’s forehead scrunched up, head tilted quizzically at Ahsoka and silently asking what _exactly_ she meant by that. “What I’m trying to say is, you stopped hiding from what you did. You don’t ignore anything, Barriss. You don’t dismiss anything, you don’t try to write off the things you’ve done. You take responsibility, you don’t deflect, you don’t get complacent, and that’s something I admire about you. That’s something I could use more of in my life.”

Barriss nodded. “I refuse to ignore the part I played, because if I’m responsible, then I also retain the power to make a change for the better.”

“...Is that the Revan in you talking?” asked Ahsoka.

“No. There is only me,” replied Barriss, as confident as Ahsoka could ever recall hearing. “What you said about avoiding deflection of responsibility... are you certain you want more of that in your life?”

“Yes,” Ahsoka said, sensing Barriss was building to something. It wasn’t a pleasant feeling, the anticipation of something terrible incoming which the Force often warned her of.

“Ahsoka, we need to discuss what you told me again, regarding your actions during Order 66, as I’m worried I’ve given you some detrimental advice.”

That unsettling feeling kept getting stronger.

“That’s- What was wrong with it?” asked Ahsoka.

“Ahsoka, you allowed a Sith Lord to go free and your entire battalion died as a consequence, you-” Barriss stopped, trying to choose her words. “You’ve put many people in danger. Your men were killed by your actions, and you deflected the blame entirely onto Maul.”

“I refused to kill the clones, I _didn’t_ kill them-”

“You unleashed Maul upon them! A man with perhaps the most fitting name in the galaxy. A man who killed children purely as a lure for Kenobi. Did you expect a Sith to restrict himself to non-lethality?”

“I needed a distraction...”

“I know, I know your reasons, but you cannot feign innocence or ignorance of the obvious outcome,” Barriss said, as Ahsoka felt numb. “I’m not telling you this to make you feel worse, it’s- Don’t disregard the results of your decisions, or that your hand was forced.”

“What would you have done?” asked Ahsoka.

“Knowing what you’d known, with my current skill set, I agree with your strategic decision to release Maul.”

“Then what are you criticizing me for?” Ahsoka said defensively.

“For not recognizing the consequences of your actions!”

“Yeah, and you refuse to kill inquisitors, including their leader.”

“I didn’t kill the Grand Inquisitor because I hate taking lives, and yes, I acknowledge that was likely an unwise decision strategically, but we did improve the situation. The inquisitors are now lacking a primary base of operations. _You_ refused to kill the clones, released Maul to kill them _for_ you, and then deny your own culpability.”

The only reason Ahsoka wasn’t getting angrier was because Barriss clearly was hating this conversation to the exact same degree.

“What would you have done next?” asked Ahsoka.

“Once Rex’s mind was freed, I would’ve assisted him in stunning, capturing, and de-chipping other clones, then recruited them for the same purpose, until the entire battalion were my allies again,” said Barriss. “Then I would’ve helped them fight to recapture or kill Maul.”

“...What about the ship crash?” asked Ahsoka, who was wondering if that plan would’ve worked and she’d been too dumb to come up with it.

“If the clones were no longer a threat and not blocking my escape, it’s possible they could’ve either repaired the _Venator_ enough to stabilize it, or if the damage was too severe, willingly moved enough support craft out of storage to evacuate everyone,” replied Barriss.

Reliving a strong contender for the worst experience of her life, Ahsoka didn’t even reply, wandering out of the ship to get some air. It was still bright out because this stupid moon had hardly rotated.

“This is exactly what I didn’t want to happen,” Barriss said wearily as she followed closely, despite how much Ahsoka wanted this conversation to end. “Hindsight is always clearer than what we perceive in the present. You couldn’t have perfectly planned out a new strategy with such limited time in that kind of environment. Ahsoka, you made questionable choices, and people died. I understand even better than you would imagine. You need to grow from it. What could you have done better? What _will_ you- What will _we_ do better?”

So many graves needed to be dug for the battalion. Were it not for the freezing cold, the bodies of her soldiers would’ve rotted long before she and Rex could’ve possibly made space for them all. Those were only the ones they’d been able to find mostly intact, thrown about within open spaces during the impact rather than trapped and crushed flat between crumpling durasteel walls, impossible to get at.

“How did you deal with your guilt before?” Ahsoka asked, really wishing she wasn’t thinking about this but trying to give Barriss’s way a shot.

“I didn’t deal with it. I languished in shame and pain, dying a little more each day until those feelings brought me to the depths of despair, and I nearly dragged you down for the company,” said Barriss. “You couldn’t have done better in that moment, but you can do better in the future, which won’t happen if you don’t reflect on your choices.”

“If this is what you felt like all the time, I can’t blame you for breaking down,” Ahsoka glibly said.

“That isn’t my point. Causing pain to others, directly or indirectly, and then denying responsibility by treating it as unavoidable,” Barriss hesitantly explained. “The rationalization I provided you was one of many I attempted to convince myself with. It’s the kind of behavior I would expect from the Council.”

Nothing Ahsoka could think of made the situation any better. Thinking about Maul being free in the galaxy only made her think about it being her fault, and that there were no Jedi to stop him. Considering what else she could’ve done only made her angrier at herself for not thinking of it sooner, while realizing some options led to her death. Sometimes dying alongside Rex. Sometimes being killed by him. Then past it all came her awareness of all the terrible mistakes of the Jedi, the manipulations of the Sith, all the horrors of the Clone Wars that led up to that moment where she was powerless to save anyone no matter how hard she tried. Her thoughts went in circles over and over, and all she wanted to do right now was shut it all out.

“Ahsoka, if we aren’t improving one another’s lives, there’s little value to this relationship. That includes not remaining silent and allowing each other to repeat the same mistakes,” said Barriss. “I know how difficult this is, but I am _always on_ your side.”

Ahsoka glanced down and saw Barriss was holding her hand out. On Geonosis, she’d done the same when they were preparing to face death together. Now, Barriss was showing Ahsoka she would gladly face life together.

Despite how she was shaking, Ahsoka reached out and took Barriss’s hand, the latter’s grip tightening and holding her steady.

“I’ve thought of something else I should’ve done before leaving,” said Barriss. “Something vastly more important than all else I mentioned.”

“What’s that?”

“This,” Barriss said as she ran her hands up Ahsoka’s lekku, then pulled her close and kissed her, immersed in the moment as they stood in the blue light of the world above.

Holding Barriss closer, the effect was so distracting that Ahsoka didn’t notice the sound of a tired, patient cough coming from a few steps behind her. The second, louder, less patient cough succeeded in getting her attention, and both women opened their eyes and jerked back away from each other.

“Rex... Uh...” Ahsoka trailed off, at a loss for words as she faced her friend. This _really_ wasn’t something she wanted to deal with right now.

“...This is exactly what it appears to be,” Barriss said, resigned to the situation.

“ _Barriss_ ,” Ahsoka hissed, as her girlfriend wasn’t helping. This wasn’t how Ahsoka wanted Rex to find out.

“Commander, I wanted you to know I’ve moved the last of the equipment I wanted from this section,” said Rex. “Unless there’s anything else you needed, may as well move on to start salvaging the next one. I’ve looked over scans of the area, and have a suitable landing sight picked out.”

“...Alright, we’ll head over to the next island tomorrow,” Ahsoka said, somewhat confused by Rex’s demeanor.

“Sounds like a plan,” Rex said with stoic, yet off-putting calmness before he walked off, leaving Ahsoka unsure what to do. Turning to Barriss for her reaction, she was met with a confused shrug, not sure of what just happened, either.

Ahsoka went after him, Barriss choosing to hang back and leaving them alone.

“Rex, do you want to-”

“It’s not my business,” Rex said, astonishingly respectful of Ahsoka’s personal life while clearly holding his own opinions.

“I guess, but I know this doesn’t look good,” Ahsoka said, walking after him, moving at a fast pace to keep up with him. Time to put that harrowing practice session with Barriss to the test. “Please, give me a moment to explain.”

“You’re not obligated to explain yourself to me.”

“No, we need to talk about this. You can’t spend the last few days talking about how horrible what Barriss did was, and then expect me to believe you don’t care now,” Ahsoka said, not eased by Rex’s attempt to remain civil.

“Commander-”

“I’m not your commander anymore,” said Ahsoka, getting in front of Rex and stopping them both. “You’re my friend, and I want your opinion.”

Groaning slightly at the knowledge Ahsoka wouldn’t let this pass, Rex asked, “What are you _thinking_?” His tone wasn’t even angry, really, more confused and concerned, like he’d just watched Ahsoka juggling with live thermal detonators. “If it turned out Offee was caught in another of Palpatine’s plans, being controlled or manipulated into what she did, I could understand this, but she’s been very clear about her choices. Offee destroyed a hangar, killing Jedi, clones, and civilians. She beat you, framed you, and was going to let you take the fall for it up to and including being executed for treason. You really want _this_ kind of relationship with her?”

Bringing back all the memories of the bombing and everything that followed, Rex was opening old wounds, and making some new ones. After leaving the Jedi, taking time to think, what conclusions had she reached?

What was she _doing_?

 _‘Have you ever wondered if it was right to ignore your emotions?’_ Barriss had asked her immediately following the funeral of people she’d murdered. What was Ahsoka’s answer now? Discard what she’d been taught to believe, or double down on it? Ahsoka felt everything she’d believed falling apart, and was seeking help from the girl who’d destroyed it all to begin with.

“I love her, alright?” Ahsoka said after a moment of ashamedly looking away, hoping Rex wouldn’t give her any more grief over it.

This was not a convincing response.

“How long have you two even been a couple?”

“A few months,” Ahsoka said, thinking about how there was no length of time that would make this sound better. If it seemed too brief, they were rushing the relationship. Too long, then it sounded like she’d rushed through reconciling with Barriss.

“Doesn’t that seem a little quick to be talking about love?” asked Rex.

“I’ve known her for almost four years,” countered Ahsoka. “Since when are you an expert on relationships?”

“I know enough to see the obvious problems with this one,” said Rex. “I also know Jedi aren’t ones to hold grudges, but you can’t be this forgiving. If you’ve decided you don’t care about the Jedi teaching discouraging relationships, there has got to be someone better out there for you.”

“Barriss takes responsibility for what she did,” said Ahsoka.

“That is the absolute bare minimum she would’ve needed to do. How does that lead to you being in love with her?” asked Rex, slightly shaking his head. “Talking with her, I admit she’s nothing like what I expected, but what you’re doing is... _strange_.”

“After all the people who’ve died, everyone I’ve lost, all the cruelty and oppression spreading over the galaxy, I’ve got this ONE bright spot in my life that’s giving me the strength to get through it. I feel safe with her, alright?” Ahsoka said, even though her conversation with Barriss from only a few moments ago was still twisting her up inside. Anakin, Obi-Wan, Rex, Artoo, Padmé, all the other Jedi, clones, and droids, Ahsoka was used to being surrounded by people she could call on for guidance. Now, no one else was around to tell Ahsoka what a terrible idea being with Barriss was, except Rex, and he was doing a pretty effective job. “Every time I’ve been in danger, Barriss backed me up. Every time I needed help, she was there to support me.”

“You’ve never dismissed it when clones died before. Why are you doing it now?” asked Rex, ignoring Ahsoka’s defense. “She killed brothers of mine!”

 _‘They may be willing to die, but I am NOT going to be the one who kills them’,_ Ahsoka recalled herself saying to Rex.

“SO DID I!” Ahsoka yelled, to Rex’s bewilderment. “I let Maul out, he killed the entire 332nd company, and it’s my fault. I know you’ve thought about this, Rex.”

“Did _she_ convince you to blame yourself for that?”

“It’s my responsibility, and I shouldn’t brush off the losses,” said Ahsoka, ignoring Rex’s correct accusation.

“You were defending yourself, and so was I, I told you they didn’t care-”

“That’s not all. The Empire has ‘purge troopers’, the latest clone trooper line, and they’ve been trained to hunt Jedi. I killed some on Ilum. Personally.”

“It sounds more like she’s making you think you’re as bad as she is,” said Rex, as Ahsoka noticed Barriss cautiously walking up to see what was going on. The two people in the universe who cared most about her, both digging into her, at odds with each other, telling her what terrible decisions she’d made.

Backing away, blinking a few tears from her eyes, Ahsoka told them, “I want to be alone right now.”

**Notes for the Chapter:**

> *Shrek voice* She didn't even get head pats.
> 
> You all might enjoy [Lindsey Stirling’s “Brave Enough”](https://www.youtube.com/watch?v=tOmc9uG1Ndg), which I listen to whenever I’m working on barrissoka angst. Gets me into the mood. Despite the angst, I'm going to keep making their relationship cuter and cuter until all of you are on the floor puking up rainbows.
> 
> Something at the core of my writing is working my own doubts into characters. Whenever there's an introspective scene with someone wondering what the hell they're doing, that's actually me trying to figure out why the hell I'm making them do it. Bringing up past events, things they said to each other, trying my damndest to figure out the best path and keep true to the character. Need to do that with Ahsoka more often, looking back on TEotS I feel like I didn't focus on her feelings enough. There's a lot for her to work through. In the same vein, most of Rex's dialogue is me picking at my own writing decisions. None of his criticisms are inaccurate. The biggest challenge was having him speak his mind without him looking like a jerk, because while Rex might get some sass in, it's usually well-intentioned between friends and I can't recall him ever being snide or backhanded with someone who isn't pushing back. From the first draft I toned down his hostility until he and Barriss were equally burned out by everything.


	4. Mixed Feelings

CT-1110, nicknamed ‘Slicer’ because he’d been a computer slicer during the war breaking through Separatist security systems, was hard at work dealing with the bureaucratic side of military service.

Slicer hated his name. It was so uncreative. And because there were numerous clones working in intelligence units throughout the war, it wasn’t as unique as so many other names, official documentation relying on numerical designations and there being no protocols to keep too many repetitions from cropping up. There were a thousand Slicers, he’d worked with eight others over his career, two on the same assignment once, they all hated it as much as he did, and good luck convincing their brothers to come up with something original for them. Slicing wasn’t even his main duty anymore, he was a logistics officer for the Imperial Army now, and was much better at that job than he’d ever been at slicing. Getting those circuit board tattoos on his arms had been a mistake, they didn’t make sense with his new position, he spent his time managing personnel assignments.

Looking up through the transparisteel window of the imperial base on the moon Korasa, Kamino lay behind its imperial blockade. With the war over, the secluded ocean world had returned to its state of isolation from the rest of the galaxy, not entirely by the choice of its residents, and the silhouettes of three Star Destroyers passing over Slicer’s homeworld. The Kaminoans weren’t allowed near any of the remaining clone troopers, and vice versa, out of fear that they’d placed secret protocols which the Empire didn’t want activated. Between suspicions of harboring pro-Jedi sentiments and their own refusal to officially join the Republic during the Clone Wars, the Emperor wasn’t taking chances.

Turning away from the marvelous view and back to his work, Slicer was correlating the current status the many remaining legions of the clone army, keeping track of where his brothers were sent, and why. Trying to keep anyone from being unaccounted for. It was tedious work, contacting clone officers all across the galaxy and trying to get them to provide reliable numbers, but necessary. No one else was going to.

* * *

The only reason it was dark enough to sleep in the _Eclipse_ was thanks to that thick curtain Barriss put up, as it was still bright outside because Turkrua hardly rotated, with days lasting so much longer than the standard. Not that the darkness was enough to make Ahsoka relax by itself. Something was missing, as she soon noticed during her tossing and turning that she possessed much more space to do so than she normally would.

Pulling back the curtain to let in the sunlight revealed Barriss wasn’t in the bed, despite how late it was. Getting up and searching through the ship, Ahsoka turned on the lights of the galley and found her girlfriend huddled up asleep on the seat of their table.

“Barriss?” Ahsoka said, getting no response and nudging her awake, flinching back as she saw Ahsoka standing over her. “Barriss, what are you doing in here?”

“I didn’t want to disturb you, not after today-”

“It was awful, and I’d feel better knowing you were getting a restful night. You making yourself miserable like you usually do isn’t going to help anything, so come on,” Ahsoka said, beckoning her back to their quarters.

“You said you wished to be alone,” Barriss said, hesitantly getting up and following.

“I did. A few hours ago.”

“Then, you’re not angry with me?” Barriss asked, moving so sluggishly that Ahsoka resorted to pulling her along by the hand.

“I’m not mad at you or Rex, I just-” Ahsoka stopped, keeping her tone neutral. “I want to get some sleep, Barriss.”

Back in bed, Ahsoka kept to herself, confident Barriss was certainly more comfortable than she would be in that seat. That was one issue dealt with, and Ahsoka closed the curtain again, focusing on her breathing, trying to calm her mind, not that it worked.

After another period of sleeplessness, Barriss unexpectedly asked, “Ahsoka, would you like me to hold you?” and Ahsoka considered the question for a moment.

“...Yes,” she replied, prompting Barriss to wrap her arms around Ahsoka, cheek pressed against her shoulder. Ahsoka relaxed, moving her hand over her chest to hold Barriss’s, so many thoughts going through her mind about what she was doing.

At the moment, she was laying down with her back turned to the person who’d once put a knife in it. Who’d forced Ahsoka to walk away from the Order she’d been taught to believe in throughout her life, along with everyone in it. Someone who’d been her friend, and used that friendship to manipulate and harm her.

Despite that, right now, the only thing she felt was _safe_. Whenever she reached out into the Force, felt the flow of life and all the different directions it could take, whenever she thought of Barriss, the Force only told her that she was safe. Safer than she could remember feeling in years. Even early in the war, when she’d gone into battle confidently, naïvely, in the present all she could think when remembering that time was just how unsafe she’d really been.

* * *

Barriss woke up early the next morning finding that over the course of the night, Ahsoka had somehow managed to turn herself around to face Barriss and was holding her very, very tightly, and loudly snoring, which she interpreted as a sign the rest was a peaceful one. Much more peaceful than Barriss was feeling, as she quickly regained her faculties and felt stuck in a position she found extremely uncomfortable, tightly held and laying in the dark.

There was nowhere to move, no way out that didn’t involve waking Ahsoka up, and Barriss absolutely refused to do anything that could remotely irritate her. And so she lay there, reminding herself that despite being completely immobile, she was not at any risk of running out of oxygen, despite the constructing embrace sometimes making it feel otherwise.

It was unclear what time it was, or how long this was taking, which only made it worse because depending on when Barriss woke up this could easily last for hours, and she couldn’t relax enough to go back to sleep. It shouldn’t be so difficult, Barriss was with Ahsoka, she trusted Ahsoka, reminded herself that she was safe like this. Even though the sensation reminded her of being buried under piles of rock, feeling the depletion of fresh air with each breath.

That reminder, upsettingly, did not help.

Aware that there was a datapad under the bed, Barriss reached out with her senses, recalling where it lay and managing to levitate it out and around the bedframe, drawing it to above her head, pressing the activation button, and checking the time. It was still hours before what would typically be considered appropriate to wake up.

This hold Ahsoka had her in wasn’t going to loosen, nor was the feeling of confinement. Setting the datapad down, Barriss’s eyes turned to the curtain, bright sunlight coming in around the edges, and the tried gradually opening it and letting the light wake Ahsoka up.

 _Ahsoka needs plenty of rest, and you are being selfish attempting to wake her to avoid your own discomfort,_ Barriss thought, stopping herself. Not only did she move the curtains back, she smoothed and spread them out to block out more of the light, and wondered how long it would be before Ahsoka woke up on her own.

It took three hours.

Now that Ahsoka was finally awake and let go of her, Barriss allowed herself to relax and looked visibly relieved, something Ahsoka noticed as she brusquely detangled herself and climbed over Barriss out of the bed.

“How long were you putting up with that?” Ahsoka asked, knowing full well how uncomfortable Barriss must have been. When Barriss struggled for too long to give an answer that was both honest and sensible, Ahsoka told her, “Please, _stop torturing yourself_ just to avoid inconveniencing me.”

Watching Ahsoka leave the room, Barriss sluggishly got up and made some tea for them both, not wanting to talk. As usual, Ahsoka took the initiative in the situation.

“I know yesterday was difficult. Some old wounds were opened back up. Just... be you, okay?” said Ahsoka, making an effort to smile. “I like who you are, so remind me.”

“I’m an obsessive, anxious mess who overthinks everything,” Barriss bluntly replied, dithering over how much cream to put in Ahsoka’s tea as she sat the tray down on their table.

“That’s my girlfriend,” Ahsoka said, smiling and taking the tea, pouring all of the cream into it before taking a sip.

It was time to get into the air, on to the second of the cloning facilities scattered throughout this archipelago. Coordinates Rex provided took them to a large ring-shaped island, with its elevator access at the center, descending and weaving through gaps in the rock on its way down through the water.

“Lower the ship down slowly,” Ahsoka advised Barriss from the copilot seat for a practice piloting session, as the _Eclipse_ hovered a few meters above the landing site, swaying in the intense wind. “Get a sense of the patterns, keep an eye on the ship’s level, and set us down.”

“Understood,” Barriss said, waiting for the pauses between gusts of wind as she deployed the landing gear, the extra drag at the bottom of the freighter making it even more unstable. It would’ve been nice if the moon didn’t have such a roiling atmosphere, but if it didn’t have a steady circulation between the light and dark sides, half its surface would be constantly scorching from overexposure to the sun.

“We’ve flown in more intense conditions than this, and you can also use the Force to guide you, and tell you what’s coming,” Ahsoka said reassuringly as the ship was jostled. “Remember Umbara? You can move your ship in time with danger just like moving a lightsaber.”

“Yes. Yes, I remember the events of Umbara,” Barriss said through grit teeth as she anticipated the next lull in the wind and set the ship down perfectly, landing a safe distance from the _Twilight II_ to avoid possible collisions.

Leaving the cockpit and heading towards the exit, Ahsoka stopped abruptly for a moment before taking Barriss’s hand as the ramp lowered. When Barriss looked at her, quizzical over what she was doing, Ahsoka shrugged and explained, “It’s not like it’s a secret anymore.”

“Perhaps it would be better _not_ to antagonize your friend,” Barriss suggested, pulling her hand away while droidekas rolled around them and out to take their defensive positions around the new island. Ahsoka and Barriss followed after them, as Rex walked along the edge of the island’s inner rim to meet them.

Ahsoka seemed like she’d been expecting the tone to be more confrontational, though Rex appeared genuinely calm, instead of restraining his aggravation.

“Hey,” he said, trying not to let any pauses with the three of them last for too long as they stood out there in the howling wind. “Alright, we found a lot of useful equipment at the first facility, and we have a better sense of their layouts now. Let’s do the same procedure as before.”

“Very well. Where are the repulsorcarts?” asked Barriss, going along with the casualness.

“Already waiting by the entrance,” said Rex, gesturing over to a slope in the terrain leading to what Barriss presumed was another hidden elevator. “This facility doesn’t seem to be in as good condition as the last one, I’m about to connect my freighter’s power supply up to get the cargo elevator working.”

Leading Ahsoka and Barriss to the elevator, it didn’t take long for the proper adapters to be connected and provide power via a cable extending from the _Twilight II_ , and the group descended down once again. In the identical entry bay, it was similarly powerless, all entrances to the rest of the complex shut down.

“The door won’t open,” Rex said, trying the main door and getting nothing, asking Barriss, “Can you do that button-pressing trick?” 

“I’m trying, but the mechanism is unresponsive,” said Barriss withdrawing her hand from the metal wall and shining her flashlight around the room. “The doors are not simply locked, they lack power to open just as the elevator did. We’ll need another way inside, and then repair the electrical systems to restore functionality.”

“We’ve got sabers,” Ahsoka said, prepared to cut through the door.

“Better not. If some of the systems have failed, I don’t know how stable the rest of this place is. If the ocean gets in, we’ll want as many doors able to seal up as possible,” Rex explained, pointing out that even the vents could be locked into a watertight mode.

“We also shouldn’t leave clear evidence of a ‘Jedi’ having discovered this facility,” Barriss added.

Accepting the reasoning, Ahsoka manually disengaged the clamps, pried off one of the vent coverings, and attempted to crawl into it, grumbling in frustration as she found it difficult to fit past her waist, wincing when one of her montrals loudly scraped against the metal duct.

“I can’t fit into air vents like I used to,” Ahsoka said, sliding back out and checking that her montral was still intact. “Barriss, you’ll have to do it.”

As Barriss hesitated to get inside the confined, dark space, Rex noticed and asked, “Are you claustrophobic?”

“I am indeed,” Barriss said as she stared into the vent, then down at her palms, which were glistening with a layer of nervous sweat.

“We can find another way around. Or we can figure out a way to connect a power supply to the door,” Ahsoka said, placing a reassuring hand on Barriss’s shoulder. When Barriss looked back down at her hands, they were now sweating so much the sweat had risen out of the grooves of her fingers, making the texture of her hands indiscernible under the wet sheen. It was very concerning, and Barriss wondered how much water she was losing to the disgusting process.

“That won’t be necessary. Wish me luck,” Barriss said, feeling like the weak link here and trying not to shudder as she climbed into the vent, telling herself there was nothing to fear.

 _Is it truly an irrational fear when it’s rooted in so many traumatic incidents?_ Barriss thought as she crawled, trying not to think about the multiple times she’d nearly died while trapped in small spaces.

* * *

As the thumping of Barriss’s movements through the vent grew distant, Rex remarked, “You have odd taste, Commander.” The comment was a dramatic change from last night, lowered from moral outrage to a mild jab. Ahsoka could accept that. “Didn’t think you liked green so much.”

“She’s actually closer to yellow on the spectrum, I think? It varies a lot with the lighting,” said Ahsoka, going along with the attempt to soften the whole situation and noting the slightly blue-tinted flashlights they were shining around.

“She looks different from what I remember. Can’t quite place what it is.”

“Probably the tattoos,” Ahsoka said, and Rex nodded as he realized Barriss didn’t have the numerous diamonds across her nose and cheeks, just a few lines and triangles. “She removed her old ones to make herself harder to identify, and she’s been getting new ones.”

There was another long pause as they waited, glancing around the dark, empty room. Fiddling with their flashlights. Pretending to read the labels over some of the doors. A fish swam by one of the windows for a second.

“Hey, did you know about Skywalker and Senator Amidala?” asked Rex.

“I suspected for a while, and I know for sure what was happening now,” said Ahsoka, still avoiding the topic of Leia. Thinking on it a bit, she wondered if Rex knew about the girl, as he’d been around Padmé later during the war, he must’ve known she was pregnant. “How much did you know about what was going on?”

“He got me to cover for him a few times, nothing more than that. I thought maybe he’d encouraged you to go against that particular restriction Jedi put on themselves.”

“He did. Not explicitly,” said Ahsoka. Anakin would probably hate the idea of her and Barriss being together, and she barely stopped herself from making a tasteless joke about how glad she would never need to explain it to him, especially with all the grief Rex was giving her, and only made herself feel rotten.

“Well, you’re better at hiding your relationship than he was. I didn’t suspect anything before I walked in on you two,” said Rex, and Ahsoka considered that while he was telling the truth, it was probably because he’d considered the idea ridiculous rather than Ahsoka’s skill at misdirection.

“I was going to tell you before this mission was over, I just hoped you and Barriss would be getting along better before I did.”

“I _was_ getting used to working with her. Observant, competent, takes things seriously, definitely someone good to have on your side,” Rex admitted. “You honestly trust her this much? You said you’re in love with her, how well do you really know her?”

“Barriss spent the early years of her apprenticeship focusing on healing, because it was the use of the Force most useful for a Jedi. The only thing she ever wanted to do was help people. Harming other beings is something she’s so unwilling to do, she’ll go to the trouble of capturing and releasing pests like mynocks. Prefers the Soresu lightsaber form for its defensive moves, though she’d rather be in the archives studying history than sparring. Every single time she’s helped develop a plan, she’s done it with the aim of taking as little life as possible, if any, while still weakening the Empire in some creative ways. Her understanding of logistics, counterintelligence, and resource exchanges is going to be important for fighting the Empire, and the cunning behind some of her plans is honestly incredible,” Ahsoka said, surprising Rex with the detail of her answer and glad to have had the chance to explain, unlike yesterday. “I’ve thought about this before. _Thoroughly_.”

“I can see that.”

“She’s also the smartest person I’ve ever met.”

“Smarter than General Kenobi?” asked Rex, and Ahsoka gave him a questioning look. “Yeah, I heard it as soon as I said it,” he continued, thinking for another moment. Both of them knew Obi-Wan too well to think of him as the high bar. “Smarter than Senator Amidala?”

“We’ll call that one a tie,” Ahsoka suggested, unsure how to rank Padmé and Barriss. There was another pause, and Ahsoka tried to think of something to make more progress. Coming up with nothing, Ahsoka figured that was as good as they were going to get right now.

* * *

Prying off the covering of the vent, exiting, then carefully securing it back, Barriss searched for the nearest power cell. The main generator may not be operational, but there had to be some small emergency cells distributed through the facility, enough to get the doors open and keep emergency lights on.

The emergency cells weren’t disconnected, they were outright missing. Possibly a result of this facility not being as complete as the last one, but it still bothered Barriss. Even with the most questionable construction processes and safety standards, being able to open the doors was non-negotiable. There weren’t any other cells present in this section, so Barriss let out a weary sigh, aware that Ahsoka and Rex were probably wondering what was taking her so long, hands trembling as she pulled off the cover to get back into the dark, cramped vent and not keep them waiting.

_‘Stop torturing yourself just to avoid inconveniencing me.’_

Releasing her grip on the edge of the opening, Barriss paused for a few long minutes, taking her time to steady herself before reentering. This had been a terrible idea, she should’ve accepted Ahsoka’s suggestion they draw more power from the ships.

A few hallways worth of crawling later, Barriss burst out next to the medical bay, breathing heavily and sincerely hoping she wouldn’t need to go back in again. Her reasoning that the medical bay was the place most likely to possess an emergency power supply proved correct, and she found two power cells, each a series of four rounded, dull-green painted cubes connected together.

A test of the closest door revealed they were both drained of power.

Pausing to consider her options, taking a deep breath, Barriss placed her hands on the leads of the cell, and focused on what she wanted, why she wanted it. The equipment in this facility could be used for the benefit of many veteran clones, and its armory would be committed to opposing the Empire. That would not happen if she couldn’t open those doors, and she would use her power to make it so.

The hallway was illuminated by the violet lightning arcing from Barriss’s palm into the power cell, as she tried to keep the current relatively low so as not to burn out the device, gradually concentrating more until they were charged up, at least enough to get further in. Not crawling through vents was all well and good, but she needed to reactivate the generators for the whole facility, a task better done with Ahsoka and Rex’s help. Moving through the halls, Barriss stopped whenever she found another cell and charged it, until eventually the system had enough distributed power sources to work the doors.

Making a mental note, Barriss intended to do some calculations later as to how much electrical vs kinetic energy she could output using the Force. This wasn’t easy, but she’d restored partial functionality to a military complex larger than many capital ships.

Heading back around to Ahsoka and Rex, they had already made their way the central observation walkway in the complex’s central chamber. Barriss cheerfully waved a hand as they approached, a few small sparks jumping between her fingers.

“Did you just... crackle?” Rex asked warily. “I don’t think I’ve ever seen a Jedi do that.”

“Barriss has a few abilities which a Jedi normally wouldn’t,” Ahsoka said supportively. “Did you run into any trouble?”

“The power systems are strangely incomplete,” said Barriss. “I’ve been moving around, charging up power cells one by one. Many are missing, others were drained of energy.”

“Well, let’s head down to the generator,” Rex said, shining his light forward as they headed to the lower levels. “Between the three of us, I’m sure we can figure something out.”

* * *

Taking a somewhat winding route through the functional portions of the facility, they passed by the submarine landing bay, seemingly the only place with reliable power, not that it did them any good. Ahsoka wondered if the Kaminoan submersibles might be a more efficient way of getting supplies to the surface, but they didn’t look like they had very much cargo capacity. Most of them were only single-person vehicles, a transparent spherical cockpit surrounded by a forked metal chassis, with slightly larger models containing passenger seats. Training rooms were dead, barracks had the lights on until Barriss turned them off to save and redirect power elsewhere. At a few other spots, Barriss charged up another power cell, Rex taking interest though not aware of the significance of the lightning. Eventually, they found their way down emergency stairwells to the main generator room.

“Let’s see what we have to work with,” Ahsoka said as they entered.

What they had to work with was a woefully incomplete power generator. Structurally, the section was finished and intact, and the larger pieces of equipment were installed, but with various smaller components missing and no way of getting the generator working without them. Checking nearby part stores didn’t yield anything compatible. Even with Ahsoka’s skills, there was no fixing this, she couldn’t cobble together a missing control panel out of nothing.

“Shall we return to the medical bay for salvaging?” Barriss suggested as Ahsoka and Rex sighed, concluding they’d gotten very lucky with the first complex.

Ascending back up the stairwell, recovering the repulsorcarts, they returned to the medical bay. Under Barriss’s direction, they retrieved another haul’s worth of equipment for the clone colony. Nobody was talking much, focusing on the task of getting all the valuable scanners and diagnostic tools up to the surface. Annoyed by the obstacles in place, on the next pass Ahsoka planned to bring down one of the salvaged fusion furnaces and see what she could do, until Rex interrupted.

“We should talk about what happened yesterday,” he said, as Ahsoka and Barriss paused. “Commander, I think you’re being unfair to yourself for what happened to the 332nd.”

Things were drifting back to serious, and Ahsoka really wished they could all move on and forget. Cringing at both her own desire to blot things out and what Barriss told her yesterday, Ahsoka grudgingly confronted the conflict.

“I thought I had found a way to save us without hurting the other clones, instead I brought more death to the people I said I was protecting,” said Ahsoka. “I’m not any better than Barriss.”

“Yes, you are,” Barriss and Rex both told her simultaneously, Ahsoka shooting a look at the latter over the implied insult to the former. Barriss simply shrugged it off.

“I don’t want to get into another argument,” Rex said, anger rising and falling over the course of the sentence as he tried to be true to his word. “I just don’t want you to blame yourself.”

“Men under my command have died before, I’ve never gotten anywhere by thinking I couldn’t have done anything better,” said Ahsoka. “Or avoiding the responsibility that comes with leadership.”

“Palpatine is the one who put us in that situation, specifically to kill you. If you managed to survive, it means he hasn’t won yet.”

“Palpatine didn’t let Maul escape!” Ahsoka yelled.

"Perhaps we should move away from assigning blame and concentrate on how to confront the new problems," Barriss tentatively suggested.

 _"You_ stay out of this," Rex said.

“...I am going to go for a walk about the island,” Barriss said, nervous and sensing she couldn't make the situation better no matter what she said, walking backwards as Ahsoka and Rex ignored her and tried not to get angrier at each other.

* * *

Keeping a camouflage net effectively tied down in howling wind, especially at higher elevation, was a nearly impossible task on this moon. The damned thing getting pulled in random directions, stakes refusing to remain secure in the flimsy sandstone. The only way the situation would’ve been more aggravating would have been if the net had been blown away completely, landed in front of those freighters, and been spotted by the guests.

“What do you think we should do about them?” AT-1849 asked casually, watching their three intruders hanging around their ships. One was a Togruta, younger than Master Shaak Ti judging from how much shorter her lekku were, and another a near-human whose exact species he wasn’t sure of. The third was a clone, older than them. These trespassers were an odd bunch, and right now, they were at their most vulnerable, in a much more exposed position than they were yesterday.

“Nothing, unless they go somewhere occupied,” AT-2756 replied with his usual terseness.

“But they’re taking so much equipment...” 1849 said, noting how they’d come back up a few minutes ago with another haul of stolen supplies.

“We have our orders.”

“Right, we let them fill up their ships and go, then they’ll take everything back wherever they came from, unload it, and come back for more. And they’re not as easily dissuaded as the administrator hoped,” 1849 said, adjusting the focus of his sniper rifle scope. “We should deal with them now.”

“We have our orders,” 2756 repeated, though his tone sounded like he understood his partner’s point. They were already stuck reusing discarded Phase I armor, no sense giving away what little they had.

Noticing that the group was splitting up, 1849 focused on the yellow woman- or perhaps she was a green woman, it was hard to tell- as she was wandering away from the group.

 _What are you up to?_ he wondered, watching her through the crosshairs of his scope.

No sooner had the question entered his mind than the trespasser stopped where she was, pausing as she appeared to be concentrating on something, brow getting scrunched up.

Then her head suddenly jerked left to stare straight at him.

Heart suddenly beating a lot faster, 1849 tried not to panic and figure out what was happening. There was no way she’d seen them, that was impossible, they were over two kilometers away and under camouflage. And yet, she continued to stare right down his sights and into his soul, body turned to face him, big blue eyes narrowing intently.

Then, she lit up an orange lightsaber, and 1849 felt beads of sweat running down his skin as he noticed the blade was holding its position precisely in the center of the crosshairs, ready to deflect a shot. When he made slight adjustments to the positioning, she moved the blade along with it.

“A Jedi?” he said, taking his attention away to look over at 2756, who was harder to surprise and was recording several images of what they were seeing. Quickly, without another word, they packed up their equipment and went to report what they’d seen, skidding down the incline behind them, frequently looking back as if they expected the trespassers to suddenly appear in pursuit. Back in their submersible, shoving the removed power cells out of the way to make room for their equipment, the troopers vanished below the waves.

* * *

"If I'd found a better way, they could've survived," said Ahsoka.

“All the other ways would've ended with you dead. I don’t blame you for what happened,” said Rex. “None of my brothers would, either.”

Unsure how to reply to that, Ahsoka stopped thinking when she heard the _snap-hiss_ of an igniting lightsaber, the conversation completely leaving her thoughts as she prepared for a fight.

“Barriss, what’s happening?” Ahsoka asked, rushing over with her own sabers lit, holding them facing east like Barriss was, searching for whatever had her on guard.

“Someone is watching us,” Barriss replied, not even turning to look at Ahsoka as she kept staring out at the horizon.

“Who?” asked Rex.

“Ahsoka, Rex, you have both noticed that the first cloning facility was unusually well-kept given its lack of maintenance, correct? I don’t believe this moon is as abandoned as we had believed,” Barriss noted, holding her saber up protectively. “I also believe our activities have been observed.”

“Based on what?” asked Ahsoka.

“The power supply in the cloning facility was not malfunctioning or worn down by the environment, components of the generators had been removed by someone,” said Barriss, not taking her eyes off the mountainous islands in the distance. “Very likely with the intention of deterring our exploration of the interior.”

Glancing at Rex, looking for what he thought of Barriss’s assessment, and he gave a nod of firm agreement as it seemed to make a worrying amount of sense.

“I’m sending the _Twilight II_ up into low orbit,” Rex said as he tapped commands into his wristlink, both understanding the reasoning and feeling very reluctant to potentially lose not only all the supplies they’d gathered, but his freighter along with it. “We should cut our losses and leave with what we have. Jedi intuition is something I’ve learned not to ignore.”

“We’ll do a flyby in the _Eclipse_ ,” said Ahsoka, leading the three back to the smaller freighter as the _Twilight II_ sealed its doors and prepared for automated ascent, the power cable connected to the elevator tensing and snapping out of its socket as it rose. Now that the others were convinced Barriss wasn’t imagining things, Ahsoka was coming up with plans. “If we find anything, we’ll be in position to leave the planet. Guys! Back in the ship!” she called out, and instantly a horde of droidekas had contracted into their wheel configuration and were rolling up the boarding ramp with them. Cici had the ship systems on standby, and they were in the air less than a minute later.

“There’s nothing on sensors,” Barriss said as she buckled herself into the copilot seat.

“But who would be here?” asked Ahsoka. “If it was the Empire, there would be no need for them to hide, they would attack us on sight.”

“Perhaps there are other salvagers present?” suggested Barriss.

“There aren’t many people who would know about the project, and if they wanted to stake a claim, they could’ve confronted us. You also think they were already in that facility, but nothing else of value was taken,” said Rex, leaving Barriss silent before he left the cockpit and headed for the ship’s turret.

The _Eclipse_ continued to rise up into the air, with Barriss keeping an eye on the _Twilight II_ via sensors as the larger ship rose into orbit. Passing over the coordinates for the other four submerged cloning facilities, scans didn’t reveal any activity or life signs on the surface.

“Four ships, incoming!” Barriss alerted Ahsoka, as blips appeared on their scanner, coming from the starboard side, and Ahsoka looked right through the canopy.

A quartet of V-19 Torrent starfighters, reliable though outdated ships, rose up from somewhere on the horizon, and opened fire at the space over the _Eclipse_ , making Ahsoka arc the ship back down as the squadron flew over her, the roar of their engines shaking her. Warning shots judging by how far off-target they were, meant to deter her from taking the ship out of the atmosphere.

Four of those fighters against the freighter, Ahsoka figured the _Eclipse_ wouldn’t come out of this unscathed, but with Rex manning the turret and protected by stronger shields, he’d destroy the fighters before any serious damage could be done. Ahsoka took the ship low over the water, trying to give the fighters fewer directions to approach from, flying towards the larger islands to provide some cover and disrupt any attempt at locking on with concussion missiles. As the fighters came around for another pass, possibly intending to do real damage this time, Ahsoka held the ship steady as her display showed Rex was aiming the turret.

Before Rex could return fire, the fighters broke off their pursuit, all four ships scattering in different directions and arcing away through the sky.

“There is a transmission incoming,” Barriss said, glancing at Ahsoka for approval before activating the comm.

A miniature holographic Kaminoan appeared between them, enormous dark eyes inexpressive as far as Ahsoka could interpret. Watching the fighters get further away, Ahsoka continued to pilot the ship into the upper atmosphere and away from the archipelago, intent on getting a safe distance until she had a better understanding of the situation. Murmuring into her comm, Ahsoka said, “Rex, come back to the cockpit.”

“I take it you are the Jedi who have been raiding our facilities?” the Kaminoan asked.

“You didn’t seem to be making use of it,” remarked Ahsoka, still eyeing the position of the fighters on the scanner and considering whether to take the opportunity to leave the system entirely. “Who are you?”

“My name is Fare Rept, and I am the administrator of the Anti-Imperial Clone Trooper Project,” said Rept, as Ahsoka glanced at Barriss, who was now glaring down at the hologram, rapidly comprehending all the implications behind that label. “I believe we can be of use to each other.”

* * *

Aboard the _Pelta_ -class frigate _Recusant_ , Captain Stalor was waiting in his office, greeting Slicer.

“Ah, CT-1110, please come in,” he said, still focused on his own screen as Slicer sat down.

“Captain, I have concerns to report regarding reassignment of numerous squads which I think deserve greater attention,” said Slicer, pulling up several of the reports as examples and presenting the datapads to the captain. “It seems some of the clone cadets and rookiee squads were reassigned, and following the war’s conclusion, data of their destinations was altered. Many of them were rookiees nearing the final stages of their growth and training, simply gone. Thousands of clones in total.”

“Unfortunately, many battalions have suffered heavier losses than expected in the process of restoring peace to the galaxy,” the captain said skeptically.

“These are not underreported casualties, sir, that was the first possibility I crossed out. There are cadet squads vanishing, all with indirect connections to several senior administrators of the Kaminoan Ruling Council,” said Slicer, and _that_ got the captain's full attention. Reporting his findings, double-checking all the personnel files and troop reassignments finally presented a clear picture to the captain. Countless clone cadets had been transferred to different locations, but a small fraction hadn’t arrived or been accounted for anywhere else. All under the authority of senior clone masters. Most of the locations were former Republic strongholds, save for one old file Slicer was able to dig up from backup data storage, a nondescript facility on a moon called Turkrua.

“The theft of imperial assets is a serious crime on the part of the Kaminoans,” said Captain Stalor, satisfied with the analysis. “If this is correct, it would seem the Emperor’s expectation of a Kaminoan rebellion was justified, and I will relay this information up the chain of command to Admiral Kilian. Given his sympathies towards clone troopers, I’m certain he will quickly approve of dispatching us to investigate. Dismissed.”

**Notes for the Chapter:**

> [The Anti-Troopers](https://starwars.fandom.com/wiki/Anti-trooper) appeared in the campaign mode of the original Battlefront II, with the same origin as what I’ve provided: Kaminoans were plotting to create a new army to fight the Empire, because when they voted for the Leopards Eating People’s Faces Party they never expected the leopards to eat THEIR faces. Gameplay-wise, they were an excuse to have clone troopers fight the Empire, and they also introduce some interesting conflict. With Rex involved in the story, I thought they’d make for a good inclusion.


End file.
